Management and Operation Agreement for the Lincoln Road Green Market 2z1 -31739
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DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
p
Management and eration
Agreement for the
Lincoln Road
Green Market
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
DoneSign Envelope ID:F98C8271-F08C-4086-A301-00802884B54B
INDEX
SECTION TITLE PAGE
1. TERM 5
2. CONCESSION AREA 5
2.1 Washington Avenue to Drexel Avenue 5
2.2 Drexel Avenue to Pennsylvania Avenue 5
2.3 Pennsylvania Avenue to Euclid Avenue 6
2.4 Euclid Avenue to Meridian Avenue 6
3. USE(S) 7
3.1.1 Facilities Design 7
3.1.2 Placement of Facilities 7
3.1.2.1 Compliance with American with Disabilities Act(ADA) 7
3.1.3 Set Up 8
3.1.4 Public Right-of-Way 8
3.1.5 Interaction and Coordination with Other Lincoln Road Operations and Events 8
3.1.6 Conflict Resolution 8
3.2 Permitted Concession Operations/Uses 9
3.3 Intentionally Omitted 12
3.4 Intentionally Omitted 12
3.5 Intentionally Omitted 13
3.6 Off-Duty Police I Field Monitor 12
3.6.1 Off-Duty Police 12
3.6.2 Field Monitor 13
3.6.4 Parking(Bagging Parking Meters). 13
3.7 Vendor Selection/ First Priority to Miami Beach Merchants 13
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
4.8 Pass Through Receipts.......... .............. 16
5. MAINTENANCE AND EXAMINATION OF RECORDS 17
6. INSPECTION AND AUDIT 17
7. TAXES,ASSESSMENTS, AND UTILITIES 18
7.1.1 Electricity(Intentionally Omitted) 18
7.2 Procedure if Ad Valorem Taxes Assessed 18
8. EMPLOYEES AND INDEPENDENT CONTRACTORS 19
9. SCHEDULE OF OPERATION 19
9.1 Day(s)of Operation 19
9.2 Operating Hours 19
10. MAINTENANCE 20
10.2 Garbage Receptacles 20
10.3 Pressure Cleaning 20
10.4 Compliance with CDC Guidelines 20
10.5 Orderly Operation 21
10.6 No Dangerous Materials 21
10.7 Security 21
10.8 Vehicles on Public Right-of-Way 22
10 9 Inspection 22
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SECTION TITLE PAGE
11. INSURANCE 22
12 INDEMNITY 23
13. DEFAULT AND TERMINATION 24
13.1 Bankruptcy 25
13.2 Default in Payment 25
13.3 Non-Monetary Default 25
13.4 City's Remedies for Concessionaire's Default 25
13.6 Termination for Convenience/Partial Termination 26
13.7 Surrender of Concession Area 27
14. PERFORMANCE BOND OR ALTERNATE SECURITY(Intentionally Omitted) 27
15. ASSIGNMENT 27
16. SPECIAL EVENTS 28
16.2 City Special Events 29
17. NO IMPROPER USE 29
18. PRICE SCHEDULES 30
19. NOTICES 30
20. LAWS 31
20.1 Compliance 31
20.2 Governing Law 31
20.3 Equal Employment Opportunity 31
20.4 No Discrimination 31
21. FORCE MAJEURE .. ._. 32
22. CONCESSIONAIRE'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW 33
22.4 Request for Records.. ................................................ ................. . .... _ 34
22.5 Civil Action 34
23. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE
FOOD SERVICE ARTICLES... .............. .................... ...................... ...............35
24. INSPECTOR GENERAL AUDIT RIGHTS 36
25. E-VERIFY 38
26. LIMITATION OF LIABILITY 39
27. VENUE 39
28.0 MISCELLANEOUS 39
28.1 No Partnership 39
28.2 Modifications 40
28.3 Complete Agreement 40
28.4 Headings 40
28.5 Binding Effect 40
28.6 Clauses 40
28.7 Severability 40
28.8 Right of Entry 40
28.9 Nota Lease 40
28.10 Signage 41
28.11 Use of the Right-of-Way 41
28.12 Conflict of Interest 41
28.13 Reasonableness 41
28.14 Procedure for Approvals and/or Consents 41
28.15 No Waiver 41
28.16 No Third Party Beneficiary 41
28.17 Attorneys' Fees 42
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CONCESSION AGREEMENT
BETWEEN
CITY OF MIAMI BEACH, FLORIDA
AND
THE MARKET COMPANY, INC.
FOR MANAGEMENT AND OPERATION OF THE
LINCOLN ROAD GREEN MARKET
THIS AGREEMENT made the 13 day of July , 2021, between the CITY OF
MIAMI BEACH, a municipal corporation of the State of Florida (hereinafter called "City"),
having its principal address at 1700 Convention Center Drive, Miami Beach, Florida, 33139,
and THE MARKET COMPANY, INC.,a corporation established pursuant to the laws of the
State of Florida, with offices at 238 E. SAN MARINO DRIVE
MIAMI BEACH, FL 33139 (hereinafter called "Concessionaire").
The City hereby grants to the Concessionaire,and the Concessionaire hereby accepts from
the City, the exclusive right to operate the following described concession within the
Concession Area, as defined herein, in conformance with the purposes and for the period
stated herein, and subject to all the terms and conditions herein contained and fairly implied
by the terms hereinafter set forth.
WITNESSETH
WHEREAS, the City and Concessionaire executed a Concession Agreement(the
"2014 Agreement"), for the operation and management of the Lincoln Road Green Market,
said Agreement commencing on October 1, 2014, and expiring on September 30, 2017,
with an option to renew, at the City's sole discretion,for an additional two(2)year term;and
WHEREAS, the Administration extended the 2014 agreement upon expiration for a
period of one year, expiring on September 30, 2020; and
WHEREAS, on August 26, 2019, the City issued RFLI 2019 -318-WG for the
continuing operations and management of a green market on a portion of a public right-of-
way known as Lincoln Road ("Lincoln Road Green Market" or "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
The Market Company, Inc. ("Concessionaire") for the management and operation of the
Lincoln Road Green Market; and
WHEREAS, the City and Concessionaire entered into temporary agreements,
extending the 2014 agreement, on a month to month basis, based on the financial terms
negotiated pursuant to the RFLI, commencing on October 1, 2020 and ending on June 30,
2021 (collectively, "Temporary Agreements"); and
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WHEREAS, the Administration has successfully negotiated the foregoing
Concession Agreement with Concessionaire, for the operation and management of the
Lincoln Road Green Market, said Agreement commencing retroactively on October 1, 2020,
and expiring on September 30, 2023, with an option to renew, at the City's sole discretion,
for an additional two (2) year term; and
WHEREAS, on May 12, 2021, the Mayor and City Commission adopted Resolution
No. 2021-31739; approving an amendment to the financial terms of the Agreement, waiving
the Minimum Guarantee Annual Concession Fee(MG)for the period from October 1,2020
through September 30, 2022; and
WHEREAS, in the event of any conflict between the Temporary Agreements and this
Agreement, this Agreement will control, retroactively to October 1, 2020.
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:
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").The Initial Term and any approved Renewal Terms shall be
collectively referred to as the "Term".
SECTION 2. CONCESSION AREA.
The City hereby grants to the Concessionaire the exclusive right, during the term of this
Agreement, to operate a concession for an open air street market, as described herein, in
the following area(s)(hereinafter referred to collectively as the"Concession Area"),as more
specifically delineated in Exhibit 2.0:
2.1 Washington Avenue to Drexel Avenue
Concessionaire shall also have the right to utilize that portion of 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
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Lincoln Road right-of-way; bounded on the west by the easternmost edge of
the sidewalk adjacent to and on the east side of Drexel Avenue;and bounded
on the east by the westernmost edge of the sidewalk adjacent to and on the
west side of Washington Avenue, attached hereto and incorporated as
Exhibit 2.0.
2.2 Drexel Avenue to Pennsylvania Avenue
Concessionaire shall also have the right to utilize that portion of 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 west by the easternmost edge of
the sidewalk adjacent to and on the east side of Pennsylvania Avenue; and
bounded on the east by the westernmost edge of the sidewalk adjacent to
and on the west side of Drexel Avenue, attached hereto and incorporated as
Exhibit 2.0.
2.3 Pennsylvania to Euclid Avenue
Concessionaire shall also have the right to utilize that portion of 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 west by the easternmost edge of
the sidewalk of Euclid Avenue, bounded on the north by the northernmost
line of the Lincoln Road right-of-way; and bounded on the south by the
southernmost line of the Lincoln Road right-of-way; and bounded on the east
by the westernmost edge of the sidewalk adjacent to and on the west side of
Pennsylvania Avenue,way bounded on the north by the northernmost line of
the Lincoln Road right-of-way; and bounded on the south by the
southernmost line of the Lincoln Road right-of-way, attached hereto and
incorporated as Exhibit 2.0.
2.4 Euclid Avenue to Meridian Avenue
Concessionaire shall also have the right to utilize that portion of 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 west by the easternmost edge of
the sidewalk of Meridian Avenue; bounded by the public right-of-way on the
north by the northernmost line of the Lincoln Road right-of-way;and bounded
on the south by the southernmost line of the Lincoln Road right-of-way; and
bounded on the east by the westernmost edge of the sidewalk adjacent to
and on the west side of Euclid Avenue, bounded on the north by the
northernmost line of the Lincoln Road right-of-way; and bounded on the
south by the southernmost line of the Lincoln Road right-of-way, attached
hereto and incorporated as Exhibit 2.0.
2.5 Notwithstanding the use of the Concession Area granted to Concessionaire
above, Concessionaire herein understands, agrees, and acknowledges that
the Concession Area, along with any and all other public right-of-way area(s)
not specifically identified herein, are public and, as such, must remain
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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 Green 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. Plants and Cut Flowers; and
b. Fruits, vegetables, and other edible products and related food
items.
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 2.0). The City herein approves the rental of the aforestated
facilities, and the prices for same, all as set forth in Exhibit 3.1, and as
provided in Section 18.Any amendments to Exhibit 3.1 must be approved in
writing by the City Manager or his designee and, prior to implementation of
same, a new Exhibit 3.1 shall be incorporated herein. As referenced in this
Agreement, the City Manager's designee shall be the Director of the Property
Management Department.
3.1.1 Facilities Design:
The design, type, material, and color of any and all facilities, as
defined above, shall be approved in writing by the City's Planning
Department prior to the Commencement Date of this Agreement. A
photo or photo(s)of City-approved facilities is incorporated herein as
Exhibit 3.1.1. Thereafter, Concessionaire shall not change, alter, or
modify said City-approved design, type, material and color of any
facilities without the prior written consent of the City Manager or his
designee, and, if so approved,an updated Exhibit 3.1.1 will be made a
part of and incorporated into this Agreement.
3.1.2 Placement of Facilities:
All respective facilities within the Concession Area shall be placed
substantially in accordance with the attached site plans, herein
approved by the City and attached hereto and incorporated as
Exhibits 2.0 herein. The maximum allowable tent Spaces is, 40,
subject to change by City, at City's sole discretion Concessionaire
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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.
3.1.2.3 Notwithstanding the above, Concessionaire's responsibility
to comply with the requirements of this Section 3.1.2.1 and
Section 3.1.2.2 shall be limited to those areas within the
Concession Area as provided in Sections 2.0 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 2.0 and, shall be in accordance with the days and hours of
operation in Section 9. Placement of vendor facilities shall be in
accordance with and shall not exceed the maximum number of 40
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(10' x 10")tent spaces as set forth in Exhibit 2.0, attached hereto and
incorporated herein.
3.1.4 Public Right-of-Way:
The City and Concessionaire agree and acknowledge that the public's
use of the public right-of way is a prime consideration and must be
balanced accordingly with Concessionaire's proposed operations, as
set forth herein. Accordingly, notwithstanding the site plans and
maximum numbers (as provided for in the Set Up period) set forth in
Subsection 3.1.3, Concessionaire further agrees that, notwithstanding
its right to set up its maximum numbers, it will not alter or modify its
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:
• 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
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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. For purposes of this
Section, the City Manager's designee shall be the Asset
Manager of the City.
3. In the event the resolution recommended by the City
Manager's designee is not acceptable to the Concessionaire or
the conflicted party, the City Manager's designee shall inform
the City Manager, and provide him with the pertinent details of
the conflict. The City Manager may make a determination as to
whether he concurs with the designee's recommendation;offer
an alternate resolution;or choose to meet with Concessionaire
and the conflicted party to get additional information prior to
making a final determination.
Notwithstanding the foregoing,the City Manager's final determination,
will be binding upon Concessionaire, and Concessionaire shall agree
to be bound by same.
Concessionaire agrees and understands that the above referenced
conflict resolution language is not applicable to any conflicts that may
arise between the City and the Concessionaire pursuant to this
Agreement, or conflicts outside of the City's purview, control or
jurisdiction.
3.1.7 The condition and quality of Concessionaire's facilities shall at all
times be maintained in a manner that is consistent with the condition
and quality of similar facilities in first class open air markets located in
other world class areas. It is the City's intent, and Concessionaire
hereby agrees and acknowledges same, to develop and promote
world class open air street market facilities and operations that would
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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.
3.1.10 The concession operations shall be offered to patrons at all times
during the days and hours of operation set forth in Section 9 herein.
However, if the City, at its sole discretion, deems that there is a
decrease in demand for the concession operations, or if the
Concessionaire provides the City with written notice that it is desirous
of reducing its hours of operation, (i) the City shall provide
Concessionaire with a minimum of two(2)weeks prior written notice,
requesting the specific decrease in Concessionaire's operation,or(ii)
Concessionaire shall provide the City with, at minimum, two weeks
prior written notice, requesting to reduce said hours, for the City's
written approval (which shall not be unreasonably withheld) prior to
implementing said schedule of reduced hours of operation. Said
notice to the City shall include the newly proposed schedule of
operation. In the event the City requests that Concessionaire
decrease its operations pursuant to this Subsection, then the partial
termination provisions of Subsection 13.6.3 shall apply.
Similarly, if Concessionaire is desirous of increasing its hours of
operation in the Concession Area then, in that event, the
Concessionaire shall obtain the City's prior written consent.
Concessionaire agrees and acknowledges that any Concessionaire
requested reduction in the scheduled hours of operation as may be
provided herein shall not in any way reduce Concessionaire's financial
responsibility to the City, as required in Section 4, except if same is
deemed by the City to be a partial termination pursuant to Subsection
13.6.3.
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3.2 Permitted Concession Operations / Uses.
3.2.1 Cut Flowers and Plants:
This shall generally include the sale of flowers, either individually or in
bunches that have been cut from their base, and potted plants.
3.2.2 Fruits, Vegetables, Other Edible Products:
This shall generally include the sale of those edible items defined as,
and generally including, fresh fruits, dried fruits, vegetables, nuts,
preserves, pickled items, jams, jellies, juices, smoothies, non-
alcoholic, non-commercially produced, beverages (i.e. lemonade,
smoothies, ice tea), and non-alcoholic Coca-Cola brand name
beverages and coffee products as set forth in Exhibit °B" attached
hereto and incorporated herein.
3.2.3 In the event that the City Manager or his designee determines, at his
sole option and discretion, that all or a portion of Concessionaire's
proposed uses, pursuant to Subsection 3.1 and as defined in Section
3.2,are no longer desired, then the City may revoke Concessionaire's
right to provide all or a portion of said uses, without cause, upon thirty
(30) days written notice to Concessionaire. Any percentage of gross
paid by Concessionaire(pursuant to Subsections 4.2 and 4.3)to City
with regard to a delete/discontinued use, shall be prorated and/or
adjusted accordingly as of the date of termination of said use, and no
further payment shall be required for same during the term of this
Agreement, unless the City reinstates the use, at which time the
payment provisions of Subsections 4.2 and 4.3 shall once again
apply.
3.3 Intentionally Omitted.
3.4 Intentionally Omitted.
3.5 Intentionally Omitted.
3.6 Off-Duty Police / Field Monitor.
3.6.1 Off-Duty Police:
Concessionaire agrees to provide Off-duty Police services as same is
required pursuant to City of Miami Beach policy or as may be required
in accordance with applicable law. At this time,given the conditions at
the Lincoln Road Green Market, an Off-duty Police service("Policing
Service") shall not be required; however, hereafter, should the City
Manager, in his sole discretion, deem that Policing Service is
warranted, the City Manager shall so notify Concessionaire and
Concessionaire shall immediately thereafter implement the requisite
Policing Service.
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3.6.2 Field Monitor:
Monitoring Fee. Concessionaire agrees to pay a monitoring fee, in
the amount of $40.00 per market day operated in the Concession
Area in order to defray the monitoring costs of the City related to the
Concessionaire's operation at Lincoln Road. 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,or available via telephone,at all times during
which the Market is operating, including but not limited to Set-Up and Move-
Out periods, as defined in Subsection 9.2 herein.
3.7 Vendor Selection / First Priority to Miami Beach Merchants.
3.7.1 Within thirty (30) days from the Commencement Date of this
Concession Agreement, and for a period of thirty(30)days thereafter,
the Concessionaire shall offer Miami Beach licensed merchants the
opportunity to participate (a booth space in the Market) as vendors
before opening its search to the general public or other networks. The
Concessionaire will establish this "pool" and will also serve as the
clearinghouse for booth availability and vendor applicants. The
Concessionaire shall commit to use this clearinghouse during the
initial availability of booth space before expanding its search to other
networks.
The Concessionaire will use best efforts to ensure that all Miami
Beach licensed merchants are contacted and that announcements
regarding booth availability are disseminated throughout the City of
Miami Beach,as quickly as possible so as to take optimum advantage
of the thirty (30) day availability period, including but not limited to,
advertising in a local newspaper, placing information on the Market or
other websites, or other similar efforts.
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
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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.
3.10 City Occupational Licenses.
Concessionaire shall obtain, at its sole cost and expense, any occupational
licenses required by City law, as amended from time to time, for its proposed
operations, as contemplated in Section 3 of this Agreement. For purposes of
this Agreement, Concessionaire shall obtain the applicable"Agents, Broker,
Dealers..." category City occupational license.
SECTION 4. CONCESSION FEES.
4.1 Security Deposit.
Upon execution of this Agreement Concessionaire shall furnish the City with
a Security Deposit, in the amount of One Thousand Five Hundred and
00/100 ($1,500.00) Dollars. Said Security Deposit shall serve to secure
Concessionaire's performance in accordance with the provisions of this
Agreement. In the event the Concessionaire fails to perform in accordance
with said provisions, the City may retain said Security Deposit, as well as
pursue any and all other legal remedies provided herein, or as may be
provided by applicable law.
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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 twenty two and a half (22.5%) percent of Concessionaire's gross
receipts (PG).
The term "gross receipts" is understood to mean all income, whether
collected or accrued, derived by the Concessionaire under the privileges
granted by this Agreement, excluding amounts of any Federal, State, or City
sales tax, or other tax, governmental imposition, assessment, charge or
expense of any kind, collected by the Concessionaire from customers and
required by law to be remitted to the taxing or other governmental authority.
Except as otherwise provided, with regard to a special event under
Subsection 16.1 hereof in which Concessionaire is not permitted to continue
operating, the pro-rata share due to the City for the event days will be
abated.
4.3 Minimum Guarantee (MG).
Notwithstanding the PG payment required pursuant to Subsection 4.2,and in
consideration of the City executing this Agreement and granting the rights
provided in this Agreement, Concessionaire shall pay to the City a Minimum
Guarantee Annual Concession Fee (MG) of Twenty-five Thousand and
00/100($25,000.00) Dollars during the Initial Term, commencing on October
1, 2022, payable 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, within thirty days from the end of each fiscal year,
during any Term hereunder, the difference between the PG amount and the
MG.
In the event that the City, at its sole discretion, chooses to 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
previous year's MG, and shall be due and payable to the City, in accordance
with Sections 4.2 and 4.3, as applicable.
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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.
Notwithstanding the foregoing, if the City agrees to provide electricity(which
is not available at all locations), Concessionaire shall pay $5.00 per market
day for each vendor requiring electricity.
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
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 Market is operating, the Concessionaire shall be responsible
for covering the requisite meters and paying the City for the use of said
parking spaces.
4.8 Passthrough Receipts
Concessionaire shall pay, on a monthly basis, within fifteen (15) days from
the end of each month, an amount equal to 22.5% of the Concessionaire's
gross receipts("PG"), in connection with the Police, electricity and/or monitor
fees (collectively referred to herein as 'Pass-through Receipts"), which
Concessionaire collects from vendors to set off the operational costs which
Concessionaire pays the City pursuant to Section 3.6.1 "Off-Duty Police;
Section 3.6.2 "Field Monitor"and Section 4.4 Use of Electricity", respectively
(collectively referred to herein as "Pass-through Costs") of the Agreement.
When calculating PG, the total Pass-through Receipts shall exclude the
Pass-through Costs which Concessionaire has paid to the City, so that
Concessionaire shall be allowed to reimburse itself for these Pass-through
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Costs, before the Pass-through Receipts are subject to the PG calculation.
The cost of insurance shall not be considered a Pass-through Cost. Should
Concessionaire charge the Vendors a fee for insurance, Concessionaire shall
pay the City PG based upon 100% of insurance fee being charged to
vendors.
SECTION 5. MAINTENANCE AND EXAMINATION OF RECORDS.
Concessionaire shall maintain current, accurate, and complete financial records on an
accrual basis of accounting related to its operations pursuant to this Agreement. Systems
and procedures used to maintain these records shall include a system of internal controls
and all accounting records shall be maintained in accordance with generally accepted
accounting principles and shall be open to inspection and audit, but not photocopying, by
the City Manager or his designee upon reasonable prior request and during normal
business hours. Such records and accounts shall include a breakdown of gross receipts,
expenses, and profit and loss statements and such records shall be maintained as would
be required by an independent CPA in order to audit a statement of annual gross receipts
and profit and loss statement pursuant to generally accepted accounting principles.
A monthly report of gross receipts must be submitted to the City, through the Finance
Department's Revenue Manager, to be received no later than thirty (30) days after the
close of each month.
SECTION 6. INSPECTION AND AUDIT.
Concessionaire shall maintain its financial records pertaining to its operations for a period
of three (3) years after the conclusion of the Initial Term, or (if approved) the Renewal
Term, and such records shall be open and available to the City Manager or his designee,
as deemed necessary by the City Manager or his designee. Concessionaire shall maintain
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
this Section shall preclude the City's audit rights for resort tax collection purposes.
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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 Concessionaire's performance under the Agreement. At the meeting,
Concessionaire and City may discuss quality, operational, maintenance and any other
issues regarding Concessionaire's performance under the Agreement.
SECTION 7. TAXES, ASSESSMENTS, AND UTILITIES.
7.1 Concessionaire agrees to and shall pay before delinquency all taxes
(including, but not limited to, resort taxes) and assessments of any kind
assessed or levied upon Concessionaire by reason of this Agreement or by
reason of the business or other activities and operations of Concessionaire
upon or in connection with the Concession Area. Concessionaire will have
the right, at its own expense, to contest the amount or validity, in whole or in
part, of any tax and/or assessment by appropriate proceedings diligently
conducted in good faith. Concessionaire may refrain from paying a tax or
assessment to the extent it is contesting the assessment or imposition of
same in a manner that is in accordance with law; provided, however, if, as a
result of such contest, additional delinquency charges become due,
Concessionaire shall be responsible for such delinquency charges, in
addition to payment of the contested tax and/or assessment if so ordered.
Concessionaire shall also pay for any fees imposed by law for licenses or
permits for any business, activities,or operations of Concessionaire upon the
Concession Area.
Concessionaire shall pay before delinquency any and all charges for utilities
used by, for, or on behalf of the operations contemplated herein (including,
but not limited to, water, electricity, gas, heating, cooling, sewer, telephone,
trash collection, etc.).
7.1.1 Electricity:
City acknowledges that Concessionaire may require electrical outlets
to operate some vendor locations for registers, lighting fixtures, etc.
Any usage of electricity from City-owned existing sources, shall be
reimbursed to the City in accordance with the provisions outlined in
Section 4.4 herein. Concessionaire agrees to remit to the City, on a
monthly basis, along with the payment of the Concession Fees, a list
of all vendors which use electricity. Upon reasonable notice, City will
make reasonable efforts to repair any existing outlets for the use by
Concessionaire; however, the City shall not have any responsibility for
any loss of electricity or the failure to use any of the electrical outlets.
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7.2 Procedure If Ad Valorem Taxes Assessed.
Notwithstanding Subsection 7.1 above, the parties agree that the concession
operations contemplated herein are for public purposes and, therefore, no ad
valorem taxes should be assessed by the Miami-Dade County Tax Appraiser.
If, however, said taxes are assessed, City and Concessionaire shall use
reasonable efforts to address payment of same.
SECTION 8. EMPLOYEES AND INDEPENDENT CONTRACTORS.
8.1 In connection with the performance of its responsibilities hereunder,
Concessionaire may hire its own employees and/or independent contractors,
who will be employees and/or independent contractors of Concessionaire
and not employees or agents of the City. Additionally, Concessionaire's
vendors shall not be considered agents or employees of the City.
Concessionaire shall select the number, function, qualifications,
compensation, including benefits (if any), and may, at its discretion and at
any time, adjust or revise the terms and conditions relating to its employees
and/or independent contractors.
8.2 Concessionaire shall ensure that all its employees and/or independent
contractors observe all the graces of personal grooming.The Concessionaire
shall hire people to work in its concession operation who are neat, clean,
well-groomed and shall comport themselves in a professional and courteous
manner, and ensure that its vendors and/or independent contractors comply
with same. 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 Day(s) of Operation: Sundays only
9.2 Operating Hours:
Set-Up:
Must not begin earlier than 6:00 AM and end by 10:00 AM
Market operating hours:
Daylight Savings Time: 9:00 AM to 6:00 PM
Eastern Standard Time: 9:00 AM to 5:00 PM
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Move-Out:
Daylight Savings Time: 5:00 PM to 7:00 PM
Eastern Standard Time: 4:00 PM to 6:00 PM
Any change in the 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 Compliance with CDC Guidelines.
Concessionaire shall comply with all applicable CDC Guidelines, as may be
amended, a copy of which are incorporated herein by reference and attached
hereto as Exhibit 10.4.
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10.5 Orderly Operation.
The Concessionaire shall have a neat and orderly operation at all times and
shall be solely responsible for the necessary housekeeping services to
properly maintain the Concession Area and all facilities incident thereto. The
Concessionaire shall make available all operations and facilities within the
Concession Area (including but not limited to vendor facilities) for
examination during days and hours of operation by the City Manager or his
authorized representative.
10.6 No Dangerous Materials.
10.6.1 The Concessionaire agrees not to use or permit in the Concession
Area and/or facilities the storage and/or use of gasoline, fuel oils,
diesel, illuminating oils, oil lamps, combustible powered electricity
producing generators,turpentine, benzene, naphtha, propane, natural
gas,or other similar substances, combustible materials,or explosives
of any kind, or any substance or thing prohibited in the standard
policies of fire insurance companies in the State of Florida. Any such
substances or materials found within the Concession Area and/or
facilities shall be immediately removed.
10.6.2 Notwithstanding any contrary provisions of this Agreement,
Concessionaire, after the Commencement Date, shall indemnify and
hold City harmless from any loss, damage, cost, or expense of the
City, including,without limitation, reasonable attorney's fees, incurred
as a result of, arising from, or connected with the placement by
Concessionaire, and/or its employees, vendors, agents and/or
subcontractors,after the Commencement Date, but during the term of
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.
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10.8 Vehicles on the Public Right-of-Way.
Concessionaire's employees,vendors, patrons, guests, invitees,and/or other
third parties vehicles and/or trailers shall only be allowed on the street
adjacent to Concession Area/public right-of-way for purposes of setting up
the concession operations, and to remove same at the close of operations
each day, and any and all such vehicles for purposes thereon must be
removed from the public right-of-way immediately thereafter. Concessionaire
shall contractually require that anyone operating a vehicle for, or on behalf of
Concessionaire and/or its employees, agents, and/or vendors, must have a
current valid Florida Driver's License, Said set-up and move-out operations
shall only be permitted during regular hours for same, pursuant to Subsection
9.2 herein, and shall be completed safely and expeditiously. No vehicular
traffic or parking will be permitted on the public right-of-way during
concession hours of operation, pursuant to Subsection 9.2 herein.Access to
the public right-of-way shall only be permitted via specifically designated
points authorized for such use and the nearest authorized access to a
concession vendor's operation.
Vehicles operated on the public right-of-way shall not exceed 5 M.P.H. and
shall only operate in the immediate vicinity of the concession, or to-and-from
the nearest predetermined and assigned access point. After transporting
facilities, goods, merchandise, equipment, and/or other items to the
Concession Area,the vehicles shall be removed from the public right-of-way
and parked in a legally authorized location. Driving on the public right-of-way
shall be kept to a minimum. No vehicular traffic will be permitted on the
public right-of-way, at any time or for any purpose, other than as stated
herein.
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
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insurance coverage at all times throughout the term of this Agreement.
a. Comprehensive General Liability in the minimum amount of One Million
Dollars($1,000,000) per occurrence for bodily injury and property damage.
This policy must also contain coverage for premises operations, products and
contractual liability.
b. Workers Compensation Insurance shall be provided as required under the
Laws of the State of Florida.
c. Automobile Insurance for any vehicles used for, or associated with
concessionaire's operations shall be provided covering all owned, leased,
and hired vehicles and non-ownership liability for not less than the following
limits:
Bodily Injury $1,000,000 per person
Bodily Injury $1,000,000 per accident
Property Damage $1,000,000 per accident
Failure to procure or maintain the required insurance program shall, at the
City's discretion, either(i) constitute an automatic default of the Concession
Agreement under which the City may, upon written notice to Concessionaire,
immediately terminate the Agreement; or (ii) the City, in its sole discretion,
may obtain the insurance itself,in which case said insurance shall be charged
back to the Concessionaire as provided in the following paragraph.
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
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and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, Concessionaire shall indemnify, hold
harmless and defend the City, its agents, servants and employees from and
against any claim, demand or cause of action of whatsoever kind or nature
arising out of error, omission, or negligent act of Concessionaire, and/or its
vendors, agents, servants, employees and/or subcontractors and/or
subconcessionaires in the performance of services under this Agreement.
12.2 In addition, in consideration of a separate and specific consideration of Ten
($10) Dollars and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Concessionaire shall
indemnify, hold harmless and defend the City, its agents, servants or
employees, from and against any claim, demand or cause of action of
whatever kind or nature arising out of any misconduct of Concessionaire,
and/or its vendors, agents, servants, employees and/or subcontractors
and/or subconcessionaires, not included in the paragraph in the Subsection
above and for which the City, its agents, servants or employees are alleged
to be liable.
12.3 Subsections 12.1 and 12.2 shall survive the termination or expiration of this
Agreement. Subsections 12.1 and 12.2 shall not apply, however,to any such
liability, that arises as a result of the willful misconduct or gross negligence of
the City, its agents, servants or employees.
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 ail 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
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the other party may immediately, or at any time thereafter,and without further
demand or notice, terminate this Agreement without being prejudiced as to
any remedies which may be available to it for breach of contract.
13.2 Default in Payment.
In the event Concessionaire fails to submit any payment within five (5) days
of its due date, there shall be a late charge of$50.00 , in addition to interest
at the rate of eighteen percent(18%)per annum or the highest rate allowable
by Florida law, whichever is less. If any payment and accumulated penalties
are not received within fifteen (15) days after the payment due date, and
such failure continues three(3)days after written notice thereof, then the City
may,without further demand or notice,terminate this Concession Agreement
without being prejudiced as to any remedies which may be available to it for
breach of contract.
13.3 Non-Monetary Default.
In the event that Concessionaire or the City fails to perform or observe any of
the covenants, terms or provisions under this Agreement, and such failure
continues thirty (30) days after written notice thereof from the other party
hereto, such non-defaulting party may immediately or at any time thereafter,
and without further demand or notice,terminate this Agreement without being
prejudiced as to any remedies which may be available to it for breach of
contract. In the event that a default is not reasonably susceptible to being
cured within such period, the defaulting party shall not be considered in
default if it shall, within such period, commence with due diligence and
dispatch to cure such default and thereafter completes with dispatch and due
diligence the curing of such default, but in no event shall such extended cure
period exceed ninety(90)days from the date of written notice thereof. In the
event Concessionaire cures any default pursuant to this Subsection, it shall
promptly provide City with written notice of same.
13.4 City's Remedies for Concessionaire's Default.
If any of the events of default 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:
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a the right to injunction or other similar relief available to it under Florida
law against Concessionaire; and or
b. the right to maintain any and all actions at law or suits in equity or
other proper proceedings to obtain damages resulting from
Concessionaire's default.
13.5 If an event of default by the City, as set forth in this Section 13, shall occur,
the Concessionaire may, after notice (if required) and the expiration of the
cure periods(as provided above), at its sole option and discretion,terminate
this Agreement upon written notice to the City and/or sue for damages. Said
termination shall become effective upon receipt of a written notice of
termination by the City, but in no event shall Concessionaire specify a
termination date that is less than sixty(60) days from the date of the written
termination notice. On the date specified in the notice, Concessionaire shall
quit and surrender the Concession Area to City pursuant to the provisions of
Subsection 13.7.
13.6 Termination for Convenience/Partial Termination.
13.6.1 Notwithstanding the provisions of this Section 13,this Agreement may
be terminated by the City, for convenience and without cause, upon
the furnishing of thirty(30)days prior written notice to Concessionaire.
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.
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13.6.3 In the event of termination or partial termination by City of the
Agreement pursuant to this Subsection, Concessionaire herein
acknowledges and agrees that it shall not have any claim, demand,or
cause of action of whatsoever kind or nature, against the City, its
agents, servants and employees (including, but not limited to, claims
for interference in business or damages for interruption of services or
interference in its concession operations by Concessionaire or its
vendors). However, if it is determined, via a contract year end-review,
that a termination or partial termination results in a decrease to the
gross revenues derived by the Concessionaire,then Concessionaire's
MG amount due to the City, pursuant to Section 4.3, shall be reduced
proportionately equal to the percentage of Concession Area that was
terminated or partially terminated and for the period of time of said
partial termination.
13.6.4 In the event of termination for convenience by Concessionaire
pursuant to Subsection 13.6.1, Concessionaire herein acknowledges
and agrees that it shall not have any claim, demand, or cause of
action of whatsoever kind or nature, against the City, its agents,
servants and employees. Moreover, Concessionaire's MG amount
due to the City, pursuant to Section 4.3, shall be reduced
proportionately equal to the period of time remaining on the current
term of this Agreement.
13.7 Surrender of Concession Area.
At the expiration of this Agreement,or in the event of a partial termination or
termination of the entire Agreement, Concessionaire shall surrender the
Concession Area (or portion thereof in the event of a partial termination) in
the same condition as the Concession Area was prior to the commencement
of this Agreement, reasonable wear and tear excepted. Concessionaire shall
remove all its facilities, equipment, fixtures, personal property, etc. upon two
(2) hours written notice from the City Manager or his designee unless a
longer time period is agreed to by the City. Concessionaire's obligation to
observe or perform this covenant shall survive the expiration or other
termination of this Agreement. Continued occupancy of the Concession Area
(or portion thereof)after termination(or partial termination)of the Agreement
shall constitute trespass by the Concessionaire, and may be prosecuted as
such. In addition, the Concessionaire shall pay to the City One Thousand
($1,000) Dollars per day as liquidated damages for such trespass and
holding over.
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
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person other than Concessionaire, or otherwise transfer all or any portion of this Agreement
and/or of the Concession Area(all of the forgoing are herein after referred to collectively as
"transfers"), without the prior written consent of the City.
Concessionaire shall notify the City Manager or his designee of any proposed transfer,
prior to consummation of same and the City or the City Manager or his designee, as
applicable, shall respond within thirty (30) days. In the event that any such transfer is
approved, the transferee shall agree to be bound by all the covenants of this Agreement
required of the transferor hereunder.Any transfer made without complying with this Section
shall be null, void, and of no effect and shall constitute an act of default under this
Agreement. Notwithstanding any such consent, or any permitted transfer under any
provision of this Section, unless expressly released by the City, Concessionaire shall
remain jointly and severally liable (along with each approved transferee, who shall
automatically become liable for all obligations of the transferor hereunder with respect to
that portion of the Agreement so transferred), and the City shall be permitted to enforce the
provisions of this Agreement directly against Concessionaire or any transferee of the
Concessionaire without proceeding in any way against any other person.
For purposes of this Section 15, Concessionaire's selection of vendors for the Market shall
not be deemed a transfer.
SECTION 16. SPECIAL EVENTS.
16.1 Concessionaire's proposed uses, as set forth in Section 3 herein, do not
contemplate the production, promotion or sponsorship by the Concessionaire
of special events in any portion of the Concession Area. In the event
Concessionaire does produce, promote or sponsor a special event in the
Concession Area, it shall abide by the City's Special Events Permit
Requirements and Guidelines, as same may be amended from time to time.
For any use, other than those provided for in this Agreement, a Special
Events Permit may be required and shall be obtained through the City's
Department of Tourism, Culture and Economic Development 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
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reserves the right to displace the Concessionaire for City produced special
events and/or other City produced productions. In such cases, the City may
request that the Concessionaire cease and desist operations during the term
of, and in the area of, the special event and/or production, and the
Concessionaire shall cease and desist during said term. In the event that it is
determined, via a contract year end-review, that ceasing and desisting of
concession operations, as stated herein, results in a decrease to the
estimated gross revenues derived by the Concessionaire, then
Concessionaire's MG amount due to the City, pursuant to Section 4.3, shall
be reduced proportionately equal to the percentage of reduced hours of
operation caused by said special event and/or production. If the
Concessionaire is not required to close, or chooses to remain open without
interference to the special event and/or production, Concessionaire agrees to
cooperate with the City. If the Concessionaire is allowed to remain open
during special events and/or productions, the Concessionaire may be
allowed to have in operation its normal daily complement of facilities and
vendors. "Normal"shall be defined as facilities and vendors, as approved by
the City, that the Concessionaire has available for the public on a normal
business day. Such facilities and vendors shall not be increased or altered
during special events and/or productions without the prior written permission
of the City Manager or his designee. To the extent that the normal business
day complement of facilities and vendors is displaced by the special event
and/or production, the Concessionaire may reallocate such displaced
facilities and vendors on a pro-rata basis within an area of the Concession
Area not being utilized by the special event and/or production.
For purposes of this Section 16, "normal business day" shall be defined as
set forth in Section 9 herein, entitled "Schedule of Operations".
16.3 Notwithstanding anything to the contrary, if a special event occurs in all or
any portion of any Concession Area, Concessionaire shall not be liable for
any charge, fee or other expense, governmental or otherwise, in connection
with such special event.
SECTION 17. NO IMPROPER USE.
The Concessionaire will not use, nor suffer or permit any person to use in any manner
whatsoever, the Concession Area, operations, or facilities for any improper, immoral or
offensive purpose, or for any purpose in violation of any Federal, State, County, or
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
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any conduct on the part of the Concessionaire, its vendors, agents, employees and/or
subcontractors, to be objectionable or improper, the City shall have the option, at its sole
discretion, to either(i) automatically terminate the Agreement, upon prior written notice to
Concessionaire,or to(ii)suspend the concession operations should the Concessionaire fail
to correct any such violation, conduct, or practice to the satisfaction of the City within
twenty-four (24) hours after receiving written notice of the nature and extent of such
violation, conduct, or practice, and such suspension shall continue until the violation is
cured. The Concessionaire further agrees not to commence operations during the
suspension until the violation has been corrected to the satisfaction of the City.
SECTION 18. PRICE SCHEDULES.
Concessionaire agrees that prices charged for facilities and or space (booth) rental, be
consistent with the price schedule(s)herein submitted by the Concessionaire and approved
by the City and incorporated herein as Exhibit 3.1 to this Agreement. All subsequent price
increases and amendments to Exhibit 3.1 must be approved in writing by the City Manager,
or his designee, and prior to such changes being implemented within the Concession Area
a new updated Exhibit 3.1 will be incorporated into this Agreement. Notwithstanding the
foregoing, Concessionaire agrees and acknowledges that any discounted prices it may
offer for the rental of facilities shall not in any way reduce the amount of remuneration due
to the City, including but not limited to the Percentage of Gross (Section 4.2), which shall
be based and calculated on the prices set forth in said Exhibit 3.1.
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:
Ms. Claire Tomlin
The Market Company, Inc.
238 E. SAN MARINO DRIVE
MIAMI BEACH, FL 33139
All notices from the Concessionaire to the City shall be deemed duly served upon receipt, if
mailed by registered or certified mail, return receipt requested, to the City of Miami Beach
at the following addresses
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
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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
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
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Code, as may be amended from time to time, prohibiting
discrimination in employment, housing, public
accommodations,and public services on account of actual or
perceived race, color, national origin, religion, sex,
intersexuality,gender identity, sexual orientation, marital and
familial status, age, disability, ancestry, height, weight,
domestic partner status, labor organization membership,
familial situation, or political affiliation.
SECTION 21. FORCE MAJEURE.
21.1 "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.
21.2 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.
21.3 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
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to perform, to the extent its inability to perform is the direct result of the Force
Majeure event, with all reasonable dispatch.
21.4 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.
21.5 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.
21.6 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.
22.1 Concessionaire shall comply with Florida Public Records law under Chapter
119, Florida Statutes, as may be amended from time to time.
22.2 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.
22.3 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:
a. Keep and maintain public records required by the City to perform the service;
b. 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
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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:
c. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as
authorized by law, for the duration of the contract term and following
completion of the Agreement if Concessionaire does not transfer the records
to the City;
d. Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of Concessionaire or keep and maintain public records
required by the City to perform the service. If Concessionaire transfers all
public records to the City upon completion of the Agreement,Concessionaire
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If Concessionaire keeps
and maintains public records upon completion of the Agreement,
Concessionaire shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
22.4 Request for Records; Noncompliance.
a. 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.
b. 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
c. If Concessionaire fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
22.5. CIVIL ACTION.
a. 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.
b 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
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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.
c. 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.
22.6. 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.
23.1. 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.
23.2. 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.
35
DocuSign Envelope ID: 23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
23.3. Additionally, Concessionaire agrees to comply with Section 46-92(c) of the City
Code, which provides that it is unlawful for any person to carry any expanded
polystyrene product, single-use plastic beverage straw, or single-use plastic stirrer
onto any beach or park within the City, or onto any city marina, pier, dock, or boat
ramp. It is also unlawful for any business to provide single-use plastic beverage
straws or single-use plastic stirrers with the service or delivery of any beverage to
patrons on any beach within the City. Notwithstanding the above, the provisions in
Section 46-92(c) that pertain to single-use plastic beverage straws and single-use
plastic stirrers shall not apply to a person or patron with a disability or medical
condition that impairs the consumption of beverages without a single-use plastic
beverage straw or single-use plastic stirrer.
23.4. 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:
a. not sell, use, provide food in, or offer the use of expanded polystyrene food
service articles in any Concession Area. 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
b. not sell, use, provide food in, or offer the use of single-use plastic beverage
straws or single-use plastic stirrers in any Concession Area. 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
c. 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.
24.1. 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.
24.2. 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
36
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
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
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.
24.3 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.
24.4 The Inspector General shall have the right to inspect and copy all documents
and records in the Concessionaire's possession, custody or control which in
the Inspector General's sole judgment, pertain to performance of the
contract, including, but not limited to original estimate files, change order
estimate files, worksheets, proposals and agreements from and with
successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents,
(bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts,
insurance proceeds, rebates, or dividends received, payroll and personnel
records and supporting documentation for the aforesaid documents and
records.
24.5 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:
37
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DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
a. 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
b. 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.
24.6 The provisions in this section shall apply to the Concessionaire, its officers, agents,
employees, subcontractors and suppliers. The Concessionaire shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by
the Concessionaire in connection with the performance of this Agreement.
24.7 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
25.1 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.
25.2. Termination Rights.
a. 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.
b. 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.
38
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Concessionaire's failure to terminate a subcontractor shall be an event of
default under this Agreement,entitling City to terminate the Concessionaire's
Agreement for cause.
c. A contract terminated under the foregoing Subsections(b)(i)or(b)(ii)is not in
breach of contract and may not be considered as such.
d. The City or Concessionaire or a subcontractor may file an action with the
Circuit or County Court to challenge a termination under the foregoing
Subsections 25.2 (a)or 25.2(b) no later than 20 calendar days after the date
on which the contract was terminated.
e. If the City terminates the Agreement with Concessionaire under the foregoing
Subsection 25.2 ( a), Concessionaire may not be awarded a public contract
for at least 1 year after the date of termination of this Agreement.
f. 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.
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DocuSign Envelope ID:F98C8271-FD8C-4086-A3D1-00802884B54B
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
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,
40
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884654B
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
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
41
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B548 •
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.
[Signature Page Follows]
42
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-00802884B54B
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:
rafekti a tuA4e
Rafael E. Granado, City Clerk na T. Hudak, Ci711._dc,ir nager
7/13/2021 I 9:24 AM EDT
Date
Attest: THE MARKET COMPANY, INC.
DocuSigned by:
bDocuSigned by:
11+n.IJ4r Nita&
$6.,2,DD.t."15•DJ. +nnannarTnanrrn
Name: Claire Tomlin, President
7/7/2021 12:59 PM EDT
Date
APDROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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EXHIBIT 2.0
(Page 2 of 4)
Site Plan
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DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D8028841354B
EXHIBIT 2.0
(Page 3 of 4)
Site Plan
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DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884854B
EXHIBIT 2.0
(Page 4 of 4)
Site Plan
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47
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
EXHIBIT 3.1
(Page 1 of 2)
(Rental Fee Schedule)
See requested new schedule
EXHIBIT 3.1
Lincoln Road - Fee Schedule
Winter/Spring Season (Dec -May )
Fee Tax Subtotal Ins Monitor Elect Total
Plants Large Plants/Brubs, Trees $ 79 44 $ 5.56 $ 85.00 S 5 00 S 10.00 S 5.00 S 105.00
Medium Size S 79 44 $ 5.56 $ 85 00 5 5 00 S 10 00 $ 5 00 S 105.00
Small Size $ 58.88 $ 4.12 5 63 DO 5 5 00 $ 10 00 S 5 00 5 83 00
Garden Display $ 215 89 $ 15 11 $231 00 5 5 00 $ 10 00 S 5 00 S 251 00
Water Garden S 150 47 $ 10.53 $ 161 00 $ 5 00 $ 10.00 $ 5.00 S 181.00
Orchids One Booth $ 116.82 $ 8.18 $ 125 00 $ 5 00 $ 10 00 S 5.00 5 145.00
Cut Flowers Four Booths $ 169 16 $ 11.84 $ 181 00 $ 5 00 $ 10.00 S 5 00 S 201 00
Three Booths $ 145.79 $ 10.21 5 156.00 $ 500 $ 10 00 $ 5 00 S 176 00
Two Booths $ 107 48 5 7.52 $ 115 00 5 500 S 10.00 $ 5.00 S 135.00
One Booth $ 79 44 $ 5 56 $ 85 00 Si 5 00 $ 10 00 S 5.00 S 105.00
Tropical Fruits/Dunks
Two Booths $ 166 35 $ 11.64 $ 177 99 $ 800 $ 10.00 $ 5 00 S 200.99
One Booth $ 110.28 S 7.72 $ 118 00 $ 800 $ 10 00 $ 5 00 S 141 00
FruwtsNeg
4&More Booths $ 154 21 5 10.79 5 165 00 S 800 $ 10.00 S 5 00 S 188.00
Three Booths $ 132 71 $ 9.29 $ 142 00 5 8.00 $ 10.00 $ 5.00 5 165.00
Two Booths 5 104 67 $ 7.33 S 112 00 $ 8 00 $ 10 00 S 5.00 5 135,00
One Booth $ 49.53 $ 3 47 $ 53 00 $ 8 00 $ 10 00 $ 5.00 S 76.00
Organic-Two Booths 5 91.59 $ 6.41 S 98 00 $ 8 00 $ 10 00 S 5 00 S 121.00
Organic-One Booths $ 40 19 S 2 81 5 43 00 5 8 00 S 10.00 $ 5 00 S 66 00
Bread only
Established $ 119.63 $ 8 37 S 128 00 $ 8 CIO $ 10 00 $ 5 00 S 151 OD
New S 77 57 S 5.43 5 83 00 $ 8 00 $ 10 00 $ 5 00 S 106.00
Baked Goods
Established $ 104 67 $ 7 33 S 112 00 S 500 $ 10 00 $ 5 CO S 132 00
New $ 63.55 $ 4.45 S 68 00 $ 5 00 $ 10 00 5 5 00 S 88.00
Jams.Jellies. etc S 68 22 S 4 78 S 73 00 $ 500 S 10 00 $ 5 00 S 93.00
Miscellaneous
Guacamole $ 70 09 $ 4.91 5 75 00 $ 800 $ 10 00 S 5 00 $ 98 00
Honey $ 68 22 S 4.78 S 73 00 $ 800 S 10 00 S 5.00 S 96.00
Nuts 5 68 22 $ 4 78 S 73 00 $ 8.00 $ 1000 $ 5.00 5 96.00
Oils $ 68 22 $ 4 78 S 73.00 $ 8 00 $ 10 00 $ 5.00 $ 96 00
New(Established) $ 107 48 $ 7 52 $ 115 00 S 5 00 S 10 00 $ 5 00 $ 135 00
New(Good potential) $ 70 09 $ 4.91 S 75 00 5 5 00 S 10 00 S 5 00 S 95.00
New(2 month only) $ 28 97 $ 2.03 S 31 00 $ 5 00 $ 1000 5 5.00 $ 51 00
Note:Sometimes a percentage is applied based upon space use. Example: 1)2 booth.
Note:Sometimes a percentage is applied if a vendor takes multiple spots or accepts a loss desireable location.
Note: Concessionaire provides to all vendors a credit("Rain Credit"),based upon the portion of the day
which the vendors could not operate, proportionate to the regular hours of operation for the Lincoln Road Market.
48
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C697606
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
EXHIBIT 3.1
(Page 2 of 2)
(Rental Fee Schedule)
See requested new schedule
Summer/Fall Season (June - Nov )
Fee Tax Subtotal Ins Monitor Elect Total
Plants Large Plants/grubs,Trees $ 52 34 $ 366 $ 56 00 5 5 00 $ 10.00 $ 5 00 S 76 00
Medium Size $ 52.34 $ 366 $ 56 00 $ 5 00 S 10.00 S 5 00 S 76 00
Small Size $ 38 32 S 2.68 S 41 00 $ 5 00 $ 10.00 $ 5 00 S 61 00
Garden Display $ 131 78 $ 9.22 $ 141 00 $ 5 00 $ 10 00 $ 500 S 161.00
Water Garden $ 92 52 S 6 48 S 99 00 $ 500 $ 10.00 S 5.00 S 119 00
Orchids One Booth 5 79 44 $ 556 S 85 00 $ 5 00 $ 10 00 S 5 00 S 105 00
Cut Flowers Four Booths S 99.07 $ 6 93 $ 106 00 S 5 00 S 10 00 $ 500 S 126.00
Three Booths $ 85 05 S 5 95 S 91 00 $ 500 S 10 00 S 5 00 $ 111 00
Two Booths S 66 36 S 4 65 S 71 01 $ 5 00 $ 10 00 5 5.00 S 91 01
One Booth $ 42.99 S 3.01 S 46.00 S 5 00 S 10 00 S 5 00 5 66 00
Tropical Fruits/Drinks
Two Booths 5 100.00 S 700 S 107.00 S 8.00 $ 10.00 S 5.00 5 130 00
One Booth $ 68 22 S 4.78 S 73.00 S 8.00 S 10.00 5 5 00 S 96.00
Fruits/Veg
4&More Booths $ 126.17 $ 8.83 S 135 00 S 8 00 $ 10 00 S 5 00 $ 158.00
Three Booths $ 77.57 $ 5.43 S 83.00 S 8 00 S 10 00 S 5 00 5 106.00
Two Booths $ 63 55 $ 4 45 S 68 00 S 8 00 5 10 00 $ 5 00 S 91 00
One Booth S 53.27 $ 3.73 S 57 00 S 8 00 $ 10 00 5 5 00 S 80 00
Organic-Two Booths 5 53.27 $ 3 73 S 57.00 S 8.00 S 10.00 S 5 00 S 80.00
Organic-One Booth S 40 19 $ 2.81 S 43 00 S 8 00 $ 10 00 S 5 00 S 66 00
Bread only
Established $ 68 22 $ 4 78 S 73.00 S 8 00 S 10 00 S 5.00 S 96 00
New $ 44.86 $ 3.14 S 48.00 S 8.00 S 10 00 5 500 S 71 00
Baked Goods
Established S 68 22 $ 4 78 $ 73 00 $ 5 00 $ 10 00 S 5.00 $ 93.00
New S 38 32 $ 2.68 S 41.00 S 5.00 $ 1000 5 5.00 S 61 00
Jams.Jellies.etc $ 47 66 $ 334 5 51 00 S 5 00 5 1000 S 5 00 S 71 00
Miscellaneous
Guacamole S 4019 S 2.81 $ 43.00 S 8.00 $ 10.00 $ 5.00 S 66.00
Honey S 4299 S 301 $ 4600 S 800 S 10.00 S 500 S 6900
Nuts $ 42 99 $ 3.01 $ 46 00 $ 8.00 S 10.00 S 5.00 S 69.00
Oils S 42.99 S 3 01 $ 46.00 S 8.00 $ 10 00 S 5.00 5 69 00
New(Established) $ 61 68 $ 4.32 $ 66 00 S 5.00 $ 10.00 S 5.00 S 86.00
New(Good potential) $ 42.99 $ 3.01 $ 46 00 S 5.00 $ 10.00 $ 5 00 5 66.00
New(2 month only) S 28.97 $ 2.03 5 31.00 S 5 CO $ 10 00 S 5 00 S 51 00
Note:Sometimes a percentage is applied based upon space use. Example:112 booth.
Note:Sometimes a percentage is applied if a vendor takes multiple spots or accepts a less desireable location.
Note: Concessionaire provides to all vendors a credit("Rain Credit"),based upon the portion of the day
which the vendors could not operate, proportionate to the regular hours of operation for the Lincoln Road Market.
49
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID F98C8271-FD8C-4086-A301-00802884B54B
EXHIBIT 3.1 .1
(Facilities Design)
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50
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-00802884B54B
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 Producers supervision, must have no abrupt
change in level in excess of 1/4 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 1 inch requires beveling at a
1:2 ratio or the installation of a ramp with a slope not to exceed a 1:12
ratio. Any ramps provided must be in compliance with all Florida
Accessibility Code requirements, including, but not limited to,
requirements regarding edge protection, handrails, and surface.
5. All cashier counters (counters where money transactions occur) must be
no higher than 36 inches maximum above finish floor, for a minimum
length of 36 inches.
6. Maintain an accessible route for access to merchandise that is both within
a vendor space, as well as merchandise not contained within a vendor
space. If the overflow of merchandise for patron viewing is placed behind
a booth, then provide adjacent access to the merchandise via a curb
ramp, as well as the placement of a pathway with a stable and firm
surface necessary for the use of wheelchairs and mobility aids.
7. Merchandise for display should be within a fine of sight no higher than 48
inches for persons of short stature or wheelchair users. If merchandise is
51
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
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. All vendor spaces shall be located on an accessible route that is a
minimum of 44 inches wide.
9. if tables and seating are provided for the consumption of food, all aisles
adjacent to accessible fixed seating shall provide 30 inch by 48 inch clear
floor space for wheelchairs. Where there are open positions along both
sides of such aisles, the aisles shall be not less than 52 inches wide.
10.Far 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 #10
above, or service shall be available at accessible tables within the same
area.
12.Where portable toilets are provided, an accessible route shall be provided
to the toilets. Five percent of the total number of toilets must be
accessible. If clusters of portable toilets are distributed throughout the site,
then each cluster must have accessible units.
13.If general assembly seating or standing space is provided for audience
members attending a public performance at a special event, reserved
wheelchair seating must be provided. Such seating must be provided in a
location that allows wheelchair users an unobstructed line of sight to the
stage. If seating capacity accommodates greater than 300 persons, then
accessible seating shall be dispersed throughout the venue.
52
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884654B
EXHIBIT 3.2.1
(Product List)
EXHIBIT 3.2.1
Lincoln Road Street Market Product List
All products represented for sale in the Market must comply with Section 3.2 Permitted Concession
Operations/Uses of the Management and Operations Agreement.Products listed as part of this Exhibit are
not intended to be outside of the stated definitions of Cut Flowers and Plants and Fruits,Vegetables, Other
Edible Products. Edible Products must not include commercially-made products
Acai Bowls
Baked Goods
Bonsai
Ceviche
Cheese
Christmas Trees - table top and small sized
Cut Flowers
Fish & Shellfish
Food products (imported, handmade)
Fruits & Vegetables
Guacamole
Handmade Candles
Herbs & Spices
Honey
Jams & Jellies
Kettle Corn
Nuts
Oils & Marinades
Orchids
Organic Food Products
Plants & Trees
Popcorn
Smoothies, Fruit Juice & Lemonade
Teas
Topiaries
Vegan Products
Vegetarian Soy Meat
Water Gardens
Home-made Dog Treats, including Dog Food
Bottled Water (Dasani Only)
Non-alcoholic, non-commercially produced, beverages(i.e. lemonade, smoothies, ice tea)
Non-alcoholic Coca-Cola brand name beverages and coffee products as set forth in Exhibit"B'
incorporated herein.
53
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4088-A301-0D802884B54B
EXHIBIT 10.4
(CDC Guidelines)
•
•
54
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
EXHIBIT A
(Page 1 of 5)
(Vendor Guidelines)
I of 5
The Market Company, Inc.
238 E.San Marino Drive/Miami Beach,FL 33139(mailing address)
(0)305/531-0038 (F)305/576-9792
APPLICATION & AGREEMENT
Applicant
Address.
City State Zip Code
Business Name
State of Honda Sales Tax# (Copy Must Accompany Application)
Mobile Vending Permit (for all edible products)
Phone E-Mail
Fax Cell
Market(s)of Interest
Merchandise to be sold
(Please continue on back of this page if necessary and initial your work)
I hereby agree to sell only such items that are approved Mnth my application I swear that all information is
correct and complete I hereby affurn that I have read the regulations and policies as ouitmeo and agree to abide
by all rules established for the operation of the markets I further acknowledge that I am an independent
contractor and take iut responsibility tr all activities conducted and agree to hold namiless and indeMnify Tne
Market Company its owners, agents and employees,and any municipality or property owner iron,all liability
ansing horn participation and sates in the market
Name Signature
Date i
Note Violation or falsification of any of the conditions set forth in this legal agreement will,esutt in the
immediate and permanent loss of permission to sell any product at markets sponsored by The Market
Company Inc
55
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A30t-00802884B54B
EXHIBIT A
(Page 2 of 5)
(Vendor Guidelines)
The Market Company, Inc.
238 E.San Marino Drive/Miami Beach.FL 33139(mailing address)
(0)305/531-0038 (F)305/576-9792
Vendor Requirements
Definition of Vendor: Vendors are all persons selling in a market area managed by The
Market Company including merchants who own stores and/or businesses All vendors must
meet these requirements
Market Location&Times: Determined by each individual market
The Market Company has permits with several municipalities and property owners that
designate set-up and break down times that also means'no more selling" Vendors that do
not toilow these times may be fined or terminated from the market(s)
Market Fee Payment Market fees paid in advance will reserve a space in the markets Fees
can be paid in cash,check or credit card(automatic credit card deductions can be arranged)
If a vendor cannot attend a market for which payment has been made,cancellation made 48
hours in advance of the official start of the set up lime will transfer the paid funds to the next
market date Funds will be forfeited if cancellation is not made on lime Vendors who have
reserved a space in a market owe for their space unless cancelled 48 hours in advance of the
start of the official market set up time Vendors who Co not pay in advance but choose to
came and obtain an unreserved space will pay at a lime designated by the Market Manager
and will be assigned a space if available
Markets Operate Rain or Shine If a vendor elects to set up for product sales, even it rain
reduces sates.a minimum tee of 50%will be charged In the case of advanced payment. rf a
vendor questions whether a market will be set up due to rain, he should call the market
coordinator to protect his funds
Vendor Spaces: The Market Company assigns vendor spaces not the vendor A vendor
may be moved at any time the business requires it If a vendor misses two market days with
his previously assigned space, d not being used, will be forfeited and the vendor must re-
apply far a market space
Additional Markets Vendors are welcomed to participate in multiple markets For a vendor
to be eligible to be in additional markets he must be prepared to stay in his original market
and apply to the additional markets
Vendor Display Area: Vendors furnish their own tents, umbrellas, tables, cloths, carts.
chairs.displays,trash cans,brooms and trash bags Market standards are white 10x10 tents
(Insta-shade.EZUp).green market umbrellas with stands and green table skirts(Dade Towel
305/751-1284) Market aesthetics are very important White tablecloths can be purchased
from The Market Company
vendor initials
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DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
EXHIBIT A
(Page 3 of 5)
(Vendor Guidelines)
3 of 5
Tents and Umbrellas: Vendor's tents and umbrellas must be weighed down immediately after set-up
to maintain public safety Any vendor who delays weighing down their tent or umbrella may be fined
S50 for the first occurrence and 5100 for each subsequent occurrence In addition_ a vendor who
does not comply with This requirement may be reported to the police for endangenng the public and/or
terminated front any or ail of our markets
Vendor Electricity: Vendors who need electricity may make a request to The Market Company
representative for access to an approved electrical outlet.Vendors must provide heavy-duty grounded
cords and a heavy-duty grounded connector. Cords exposed on the sidewalk or street must be
covered to protect the public Vendors who provide hght can use up to 300 watts per 10 booth
There is a S5 00/day fee for etectncity for some markets
Vendors Space:A single space is 10'x 10 and all tables and merchandise must fit vnthin the space
to be considered one space Under rare circumstances. a vendor may be allowed to shade their
product or provide an area for the public to srt but these be approved on an individual basis
Vendor Behavior: Vendors must dress appropriately with shirts on at ati times Alcoholic
beverage consumption by vendors is not allowed
Vendor Clean-up: Vendors are responsible for removal of all trash related to their stand
They are not to use public trash cans. They are to leave their immediate area clean at all
times Vendors are advised to bnng their own trash receptacle and broom
Vendor Approval: An appointment must be made with The Market Company to review the
requirements and vendor products The Market Company application and agreement must be
completed and signed Upon acceptance vendor will be allowed to participate in the market.
Signs/Pncing: Products must be pnced either individually, by baskettrate or on a posted
sign Signs will be on white background only
State Sales Tax and Food Handling Permits:Vendors must provide The Market Company
with a copy of all such licenses when filing their application and must provide copies of the
annual renewals It a vendor does not follow the state guidelines for food handling,they must
leave the market
Parking: rollowing loading/unloading, vendors vehicles must be removed from
loading/unloading areas
Agreement with Relevant Contractors/Associations: The markets are designed as
economic development for the area in which they are located If there is a complaint from
merchants about a particular vendor selling products that interfere with their business. The
Market Company may ask a vendor to no longer participate in the market.
Insurance:The Market Company has general liability insurance in the amount of
$1,000,000 pursuant to permit requirements of each location This insurance protects The
Market Company and the specific municipality or corporation
Vendors should carry their own general liability insurance which covers property damage,
personal injury and product liability Most farmibusiness policies cover activities at the
market Check with your insurance carrier
Vendor initials
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DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
EXHIBIT A
(Page 4 of 5)
(Vendor Guidelines)
4 of 5
t[ f'
r1rket
company
Addendum to the Market Company Vendor Regulations
Vendor Rules
Last Chance Agreement
In order to provide a safe, secure and pleasant environment The Market Company requests
your cooperation in complying with the following vendor rules and regulations:
I Vendor tents and umbrellas must be weighed dorm immediately after set up to protect the
public and other vendors
2 The use of profanity bud rude disruptive or threatening behavior by any vendor or participant
in the market is prohibited
3 Appropriate dress.indudrng stuns and shoes or sandals,must be morn at all times
4 Smoking Mule staffing a booths prohibited
c. The playing of loud radios that disturb the pleasant shopping experience is prohibited
6 Taking unauthorized photographs or videos of vendors or their properly is prohibited
1 The display selling or soliciting of anything pornographic in nature rs prohibited
9 Possessroniconsumpuon of alcohoic beverages and/or illegal substances is prohibited
9 The carrying of weapontsl of any kind,possession of any item defined as a weapon whether
illegal or not is prohibited
I understand and accept the conditions set forth in the Market Company Vendor Requirements
and Rules and this Last Chance Agreement.
Signed: Date:
The Market Company or its designee, reserves the right to request that those who refuse to
comply with the above conditions leave the market immediately.
58
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B548
EXHIBIT A
(Page 5 of 5)
(Vendor Guidelines)
5 of 5
IMPORTANT CONTACTS REMINDERS
SALES TAX NUMBER
Miami Service Center Bring ample change to the market
(305)470.5001 Bring drop cloths in case of rain
8175 NW 12"Street.Suite 119-Miami.FL 33126 Bring a broom 8 dustpan
www.myflorida.com;dor Vendors remove all of their trash.
Public facilities are not used
PREPARED FOODS AND DRINKS LICENSE.
MOBILE VENDING PERMIT
Form DACS-14227
Stand-up and interact with clientele
wwvr.doacs.state.0.us All products must be first quality
Stands must be clean:orderly
SEAFOOD RETAIL LICENSE All food handling employees must
FL Fish and Wildlife Conservation be licensed
(850)487-3122 Tents(umbrellas must be weighted
www.myfwc.com Get to know your neighbonng
vendor trade oft when bathroom
MARKET ONSITE COOKING LICENSE breaks are needed
STATE FLA DIV OF HOTELS AND RESTAURANTS
(850)487-1395
www.myflgridalicense.com dbpr
TABLE SKIRTING
Dade Towel Company
1305)751-1284-contact Karen
7000 NE 4-Ct.(at the West end of NE 70'St off Biscayne Blvd.)
DARK GREEN TABLE SKIRTS
WHITE TABLE CLOTHS ICan be purchased from The Market Company for 515 each)
TENTS 10'z 10'•4 heavy wetirhts
n-ms.acadena .com
WHITE TENTS and 4 weights
MARKET UMBRELLAS AND BASES
Home Depot or The Market Company
www.lovemypatio.com
DARK GREEN
6FT FOLDING TABLES
Home Depot
BANNER SIGNS
Bing Banner
titlp;irwww.bmdbanners.c omi
We have had GREAT results from this inexpensive maker
Approximate size 10'n 1'
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DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-00802884B54B
EXHIBIT B
(Page 1 of 3)
(Coca-Cola 2014 Product List)
SMART WATER
20oz Bottles/24 Case 20oz Bottles 24/case
Coca-Cola Classic 750 ML Sportscap 24/Case
Coke Zero 1.0112/case
Vanilla Coke 1.5 L.12/case
Cherry Coke Zico Coconut Water
Cherry Coke Zero 14oz PET Ntl,Choc,Pineapple 12/case
Diet Coke 11.2oz Tetra Ntl 12/case
Caffeine Free Diet Coke 1.0 L Ntl,Choc 12/case
Diet Coke w/Lime Minute Maid 100%Juice
Sprite 15.2oz/450ML Plastic 24/case
Sprite Zero 100%Orange Juice
Mello Yello 100%Apple Juice
Barqs Root Beer r��Q 100%Cranberry Apple Raspberry
Pibb Xtra 100%Cranberry Grape
Seagram's Ginger Ale 100%Ruby Red Grapefruit
Fanta Orange 100%Strawberry Passionfruit
Fanta Orange Zero Tropical Blend
Fanta Grape Berry Blend
Fanta Strawberry Core Power,11.5oz.12pk
Minute Maid Lemonade Lite Platform
Minute Maid Pink Lemonade Chocolate
Minute Maid Fruit Punch Strawberry Banana a _
Fuze Sweet Tea Core Platform
Fuze Lemon Tea Chocolate
Fuze Diet Tea Vanilla
Fuze Strawberry Tea Banana
Glaceau Fruitwater,16.9oz.12pk
J1., Black Raspberry
330 ml 24/case Orange Mango
16.9oz(.SLiter)Bottles 24/case i'\\'\i Strawberry Kiwi
12oz Bottles/24 case Lemon-Lime
1L 12 per case Watermelon Punch
Dasani Flavors
Lemon 20oz Bottles 24/case(also available in 32oz&12oz.)
Strawberry Mountain Blast
Dasani Drops Fruit Punch _
1.9oz.6pk Lemon Lime mm -
Strawberry Kiwi Orange
Mixed Berry 0040 Strawberry Lemonade
Pineapple Coconut i Gra e
Pink Lemonade `
Grape Fruit Punch(Red)
Cherry Pomegrante Grape(purple)
Mixed Berry(Blue)
60
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884854B
EXHIBIT B
Page 2 of 3
(Coca-Cola 2014 Product List)
FUZE Monster Muscle
•
16.9oz/12 per Case 15oz.Cans 12/case g •y
Strawberry Melon Chocolate 17lT j
Peach.Mango es • • p ®_Coffee ► r‘i
Tropical Punch FUZE' Vanilla
Cranberry Raspberry ���•e.� Powerade Zero Drops
61 1Blue Raspberry Mountain Berry
Aca!Berry Pomegrandte Fruit Punch
ENERGY Orange
16oz 24 per case HONEST TEA
Full Throttle Zero Cal lemonade
Black(original) Honey Green Tea _
Blue Agave Peach White Tea HONEST
16oz.12 per case Half n Half Tea rte. -;.cam
Red Berry Not 2 Sweet
NOS Raspberry
16oz Cans 24/case Honest Aid
Original(Orange Mango) 16.9oz 12/Case
Grape Pomegranate Blue Berry
16oz.Cans 12/case Orange Mango
Charged Citrus Superfruit
Sugar Free VITAMIN WATER
loaded Cherry 20oz Bottles 24/Case
MONSTER XXX(Blueberry Pomegranate)
16oz.Cans 24/case Power C(Dragon Fruit)
Original-Green Focus(Kiwi Strawberry)
to Carb-Blue 17 --.,, Essential(Orange)
Assault-Red Energy(Tropical Citrus)
Khaos-orange Multi-V(Lemonade)
Absolute Zero-Blue/Purple Revive(Fruit Punch)
Absolute Ultra-White Defense(Raspberry Apple)
15.2oz Cans 24/case Attention
Rehab-Half Tea Half lemonade VW Zero-(ZERO Calories per serving)
Rehab-Orangeade 20oz Bottles 24/Case
Rehab•Green Tea Squeezed(Lemonade)
Rehab-Rojo Red Tea XXX(Blueberry Pomegranate)
Monster lava Go Go(Mixed Berry)
1Soz.Cans 12/case Glow
Mean Bean Me_ga-C(GrapeRsberry)
Loca Moaqlj Rise(Orange)
Vanilla light `(d�It .1,4�A 16.9oz.6pk/24 case
tri IONToffee XXX-XXX Zero
Kona Blend Power C.
Irish Blend Revive
Rise Zero
61
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
DocuSign Envelope ID:F98C8271-FD8C-4086-A301-0D802884B54B
EXHIBIT B
Page 3 of 3
(Coca-Cola 2014 Product List)
Peace Teas
8oz GLASS Bottles 23oz.Cans/12 case
24 per Case Caddy Shack(half&half) —
Coca-Cola Classic Texas Tea(sweet tea) _
Diet Coke Pink Lemonade !k,"
—
Sprite Razzleberry(raspberry)
• —
illy Coffee 12/case Snowberry(white berry) t1/4
_
Cappuchino Georgia Peach
Lattee Macchiato Green Tea
Mochaccino Sweet Lemon
Caffe Gold Peak Tea
12ozCans 24/case 18.Soz Bottle 12/case
Coca-Cola Classic Sweet
Coke Zero Lemon
Caffeine Free Classic Diet
Vanilla Coke Green
Cherry Coke Unsweet
Cherry Coke Zero Tum-E-Yummies
Diet Coke 10.1oz.12/case
Diet Coke w/Splenda Fruit Punch
Caffeine Free diet Coke Green Apple
Diet Coke w/Lime Orange
Tab Sour Raspberry
Sprite Very Berry
Sprite Zero(Diet) Mexican Coke
Fresca .355mL 24pk
Fresca w/Peach Coke de Mexico
Fresca w/Black Cherry Fanta Orange de Mexico
Barq's Root Beer Sprite de Mexico
Diet Barq's Root Beer
Pibb Xtra
Pibb Zero
Minute Maid Lemonade
Minute Maid Pink Lemonade
Minute Maid Fruit Punch
M Maid Lite Lemonade
Fanata Orange
Fanta Strawberry
Fanta Grape
Fanta Orange Zero
Seagram's Ginger Ale
Seagram's Diet Ginger Ale 1
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DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
RESOLUTION NO. 2021-31739
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
FINANCE AND ECONOMIC RESILIENCY COMMITTEE AND OF THE CITY
MANAGER AND WAIVING, BY 5/7TH VOTE, THE FORMAL COMPETITIVE
BIDDING REQUIREMENT IN SECTION 2-367(e)OF THE CITY CODE, FINDING
SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND
APPROVING AN AMENDMENT TO THE FINANCIAL TERMS OF THE
CONCESSION AGREEMENT BETWEEN THE CITY AND THE MARKET
COMPANY, INC. FOR THE MANAGEMENT AND OPERATION OF THE
LINCOLN ROAD GREEN MARKET; SAID AMENDMENT WAIVING THE
MINIMUM GUARANTEE PAYMENT, IN THE AMOUNT OF$25,000 ANNUALLY,
FOR THE PERIOD COMMENCING ON OCTOBER 1, 2020 AND ENDING ON
SEPTEMBER 30, 2022, IN ORDER TO ADDRESS THE FINANCIAL IMPACT OF
THE COVID-19 PANDEMIC ON CONCESSIONAIRE'S OPERATIONS.
WHEREAS, the City's open-air markets serve several objectives, including enhancing the
public realm and providing a community gathering place, bringing value to neighborhoods,
offering economic opportunity to local vendors and businesses, and contributing to a diverse
marketplace for our residents and the community; and
WHEREAS, the successful market on Lincoln Road has been under contract since 2014
and the Concession Agreement governing those markets, and any applicable renewal/extension
periods, expired September 30, 2019, and thereafter entered into a month to month extension
through September 30, 2020; and
WHEREAS, pursuant to RFLI 2019-318-WG, the City sought letters of interests from firms
qualified to manage and operate weekly street markets open to the public, featuring vendors that
provide high quality and locally produced products; and
WHEREAS, on September 16, 2020, the Mayor and City Commission adopted Resolution
No. 2020-31401, authorizing the Administration to finalize negotiations with The Market Company,
Inc. (Concessionaire)for the management and operation of a green market on Lincoln Road, and
authorizing the City Manager to execute the Concession Agreement; and
WHEREAS, the Concessionaire's proposal included a Minimum Guarantee of$25,000.00
(MG) per contract year, with monthly payments of 22.5% of gross receipts (PG); and
WHEREAS, in the event that the total annual PG payments are less than the MG,
Concessionaire is required to pay the City the difference at the end of each contract year; and
WHEREAS, due to the COVID-19 pandemic, Concessionaire has been required to abide
to the CDC guidelines, requiring social distancing, and has not been able to operate at full
capacity; and
WHEREAS, the pandemic has had a material financial impact on the Concessionaire's
operations, in that, Concessionaire has only been able to operate with approximately 20 vendors
per market day, as opposed to 40 vendors, the approximate amount of vendors which typically
operated in each market day before the occurrence of the pandemic; and
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
WHEREAS, based upon the impacts of the pandemic, Concessionaire is not able to
comply with the proposed MG in the short term and has requested that the City waive the MG for
FY 2021 and FY 2022, commencing MG payments as of October 1, 2022; and
WHEREAS, The City and Concessionaire have entered into temporary agreements, on a
month to month basis, requiring Concessionaire to pay the proposed monthly PG payments, in
the amount of 22.5%, without the MG requirement, pending approval by the City Commission of
the waiver of the MG for the requested period; and
WHEREAS, since the financial relief period requested by Concessionaire exceeds the
period of time in which COVID-19 restrictions will be in place, a bid waiver pursuant to Section 2-
367(e)of the City Code would be required; and
WHEREAS, based upon the established performance record of the Concessionaire with
the City and the material impact that the pandemic has had upon the Concessionaire's
operations, the City Manager recommends that the Mayor and City Commission waive, by5/7th
vote, the formal competitive bidding requirement in Section 2-367(e) of the City Code, finding
such waiver would be in the best interest of the City, and approve the waiver of the MG payment
for the first two years of the Initial Term of the Concession Agreement; and
WHEREAS, on May 12, 2021, the Mayor and City Commission referred this item to the
Finance and Economic Resiliency Committee (FERC); and
WHEREAS, on May 21, 2021, FERC recommended, by acclamation, the waiver of the
MG payment for the first two years of the Initial Term of the Concession Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby accept the recommendation of the Finance and Economic Resiliency
Committee and of the City Manager and waive, by 5/7th vote, the formal competitive bidding
requirement in Section 2-367(e) of the City Code, as being in the best interest of the City, and
approve an amendment to the financial terms of the Concession Agreement between the City and
The Market Company, Inc. for the management and operation of the Lincoln Road Green Market;
said amendment waiving the minimum guarantee payment, in the amount of $25,000 annually,
for the period commencing on October 1, 2020 and ending on September 30, 2022, in order to
address the financial impact of the Covid-19 pandemic on Concessionaire's operations.
PASSED and ADOPTED this 23 day of 1u17e 2021.
Dan Gelber, Mayor
ATTEST:
,7" // �8/2� f =�c? B 0',
Rafael E. Gran do, Secretary = ? APPROVED AS TO
4,cORPAORATEO;` FORM & LANGUAGE
& FOR EXECUTION
CI,,25
City Attorney Dote
DocuSign Envelope ID.23021678-9A07-4979-B549-A4803C69760B
Resolutions -C7 N
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: June 23, 2021
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF
THE FINANCE AND ECONOMIC RESILIENCY COMMITTEE AND OF THE
CITY MANAGER AND WAIVING, BY 5/7TH VOTE, THE FORMAL
COMPETITIVE BIDDING REQUIREMENT IN SECTION 2-367(E) OF THE
CITY CODE, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF
THE CITY, AND APPROVING AN AMENDMENT TO THE FINANCIAL
TERMS OF THE CONCESSION AGREEMENT BETWEEN THE CITY AND
THE MARKET COMPANY, INC. FOR THE MANAGEMENT AND OPERATION
OF THE LINCOLN ROAD GREEN MARKET; SAID AMENDMENT WAIVING
THE MINIMUM GUARANTEE PAYMENT, IN THE AMOUNT OF $25,000
ANNUALLY, FOR THE PERIOD COMMENCING ON OCTOBER 1, 2020 AND
ENDING ON SEPTEMBER 30, 2022, IN ORDER TO ADDRESS THE
FINANCIAL IMPACT OF THE COVID-19 PANDEMIC ON
CONCESSIONAIRE'S OPERATIONS.
SUPPORTING SURVEY DATA
n/a
Applicable Area
South Beach
Is this a"Residents Right Does this item utilize G.O.
to Know" item,pursuant to Bond Funds?
City Code Section 2-14?
No No
Legislative Tracking
Property Management
ATTACHMENTS:
Description
Page 308 of 1884
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
❑ Memorandum
❑ Resolution
❑ Agreement
❑ MTM Extension
❑ MTM Extension
❑ MTM Extension
❑ MTM Extension
❑ MTM Extension
❑ MTM Extension
❑ MTM Extension
Page 309 of 1884
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
M /1 [13FiAr' H
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.micribeachfl.gov
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: June 23, 2021
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
FINANCE AND ECONOMIC RESILIENCY COMMITTEE AND OF THE CITY
MANAGER AND WAIVING, BY 517TH VOTE, THE FORMAL COMPETITIVE
BIDDING REQUIREMENT IN SECTION 2-367(e)OF THE CITY CODE, FINDING
SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND
APPROVING AN AMENDMENT TO THE FINANCIAL TERMS OF THE
CONCESSION AGREEMENT BETWEEN THE CITY AND THE MARKET
COMPANY, INC. FOR THE MANAGEMENT AND OPERATION OF THE
LINCOLN ROAD GREEN MARKET; SAID AMENDMENT WAIVING THE
MINIMUM GUARANTEE PAYMENT,IN THE AMOUNT OF$25,000 ANNUALLY,
FOR THE PERIOD COMMENCING ON OCTOBER 1, 2020 AND ENDING ON
SEPTEMBER 30,2022, IN ORDER TO ADDRESS THE FINANCIAL IMPACT OF
THE COVID-19 PANDEMIC ON CONCESSIONAIRE'S OPERATIONS.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission adopt the Resolution.
BACKGROUND
The City's open-air markets serve several objectives, including enhancing the public realm and
providing a community gathering place, bringing value to neighborhoods, offering economic
opportunity to local vendors and businesses, and contributing to a diverse marketplace for our
residents and the community. Currently, successful market on Lincoln Road has been under
contract since 2014 and the concession agreement governing those markets, and any applicable
renewal/extension periods, expired September 30, 2019, and thereafter entered into a month to
month extension set to expire June 30, 2021.
ANALYSIS
On August 26, 2019, the City issued RFLI 2019-318-WG, soliciting letters of interests from firms
qualified to manage and operate weekly street markets open to the public, featuring vendors that
provide high quality and locally produced products. Pursuant to the RFLI, the City reserves the
right, in the City Manager's sole and absolute discretion, to add additional market locations to the
Page 310 of 1884
DocuSign Envelope ID.23021678-9A07-4979-8549-A4803C69760B
contract scope under similar terms and conditions as to those contained in the negotiated
contracts.
On September 16, 2020, the Mayor and City Commission adopted Resolution No. 2020-31401 to
finalize negotiations with The Market Company, the top ranked proposer, for the management
and operation of a green market on Lincoln Road and further authorize the City Manager and the
City Clerk to execute the final negotiated agreements. The concessionaire's essential financial
terms included a Minimum Guarantee of$25,000.00 (MG) plus 22.5% of Gross Receipts (PG).
Due to the COVID-19 pandemic the markets have been required to abide to the CDC guidelines
the operator has continued operating at half capacity with approximately 20 vendors instead of
the usual 40, in order to comply with safety guidelines. This has caused a financial impact in the
operator to be able to meet the Minimum Guarantee of$25,000.00 as stipulated in the RFLI. The
Administration was approached by the concessionaire with the request to waive the Minimum
Guarantee for the initial term.
Following is a basic summary of the proposal for the Lincoln Road Green Market:
• Revenue proposal: Percentage of Gross Sales (PG)—22.5%
• Waive Minimum Guarantee initial term (October 1, 2020- September 30, 2022)
• Minimum Guarantee$25,000.00 starting October 1, 2022
Currently,The Market Company produces the Lincoln Road Green Market(22 years), Normandy
Village Marketplace(21 years), Well 'Canes Markets on the University of Miami campus in Coral
Gables and the Medical Center campus, a part of the Jackson Hospital complex. The Market
Company also produces markets at Jackson South Hospital, Government Center Downtown,
Miami Shores, Miami Lakes, and at the Lennar Center in Coral Gables.
The Market Company vendors provide locally grown quality produce and tropical fruits, fresh
baked breads, cakes and cookies, plants, spices, local honey, and an impressive array of
prepared foods. The Market Company promotes selection of vendors that have local connections
and interviews all prospective vendors to review the market application and guidelines.
On May 12, 2021, the Mayor and City Commission referred this item (C7-H) to the Finance and
Economic Resiliency Committee (FERC). On May 21, 2021 the Committee discussed the item
and recommended approval, by acclamation, a waiver of the MG payment for the first two
contractual years of the Initial Term of the Concession Agreement.
City Manager Recommendation
Based upon the established performance record of the Concessionaire with the City and the
material impact that the pandemic has had upon the Concessionaire's operations, I recommend
waiving the MG payment for the initial first two years of the Term of the Concession Agreement
in order to provide Concessionaire time to ramp up its operations. Since the financial relief period
exceeds the period of time in which COVID-19 restrictions will be in place, this item will require a
waiver pursuant to Section 2-367(e) of the City Code. Based upon the foregoing, I recommend
waving by 517th vote, the formal competitive bidding requirement in Section 2-367(e) of the City
Code, finding such waiver to be in the best interest of the City.
Page 311 of 1884
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
CONCLUSION
I recommend that the Mayor and City Commission accept the recommendation of the Finance
and Economic Resiliency Committee and adopt the Resolution, waive by 5/7m vote, the formal
competitive bidding requirement in Section 2-367(e) of the City Code, finding such waiver to be
in the best interest of the City, and approve an amendment to the financial terms of the concession
agreement between the City and the Market Company, Inc. for the management and operation of
the Lincoln Road Green Market; said amendment removing the minimum guarantee payment, in
the amount of$25,000 annually, for the period commencing on October 1, 2020 and ending on
September 30, 2022, in order to address the financial impact of the COVID-19 pandemic on
concessionaire's operation.
Page 312 of 1884
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:673652D9-FC8C-448A-9058-3499D2A9BGEB
City of Miami Beach,1700 Convention Center Drive,Miami Beach,Fl..33139,www.miamibeach!lgov
PROPERTY MANAGEMENT DEPARTMENT
Tel:305-673-7193
December 31, 2020
Ms. Claire Tomlin Sent Via E-mail: claire(&themarketcompanv.org
The Market Company, Inc.
238 E. San Marino Drive
Miami Beach, Florida33139
Re: TEMPORARY AGREEMENT, PURSUANT TO REQUEST FOR LETTERS OF INTEREST 2019-
318-WG (THE RFLI) FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD
GREEN MARKET, AMENDING LETTER AGREEMENT DATED SEPTEMBER 30, 2020, FOR
THE OPERATION OF THE MARKET, AND EXTENDING THE TERM OF OPERATION FROM
OCTOBER 1, 2020 THROUGH JANUARY 31, 2021.
Dear Ms. Tomlin:
The current agreement("Existing Agreement")between the City of Miami Beach(the"City")and The Market
Company, Inc. ("Concessionaire"), pursuant to RFP 2013-317-ME for the management and operation of
the Lincoln Road Green Market ("Market"), expired on September 30, 2019. Subsequently, the Existing
Agreement was extended on a month-to-month basis for a term not-to-exceed one (1) year ending
September 30, 2020.
On September 16, 2020, the Mayor and City Commission adopted Resolution No. 2020-31401,authorizing
the Administration to negotiate a new agreement with Concessionaire for the operation of the Market.
Pending completion of negotiations, the City and Concessionaire executed a letter agreement, dated
September 30,2020,which extended the Existing Agreement, instead of approving the temporary operation
of the Market under a separate temporary agreement ("Temporary Agreement"), pending completion of
negotiations.
The following shall serve to amend the October 28, 2020 letter agreement to: (1) amend the term of the
Temporary Agreement to reflect the period commencing on October 1, 2020 and ending on January 31,
20210; and (2) reflect that the operation of the Market under the terms of the Existing Agreement,
incorporated herein by reference, subject to the following modifications: (i)the Percentage of Gross shall
be twenty-two and a half percent(22.5%), with no Minimum Guarantee payment, and (ii) Concessionaire
shall comply with all applicable CDC Guidelines, incorporated herein by reference and attached hereto as
Attachment 1.
The City seeks concurrence from the Concessionaire to operate under the terms of this Temporary
Agreement. This Temporary Agreement is terminable by the City for convenience and without cause at
any time upon five (5)days written notice.
Please indicate your acceptance of the terms and conditions of this Temporary Agreement by executing
below as indicated. Should you have any questions or need additional information please do not hesitate
to contact me at(305)673-7000 extension 22932.
Page 317 of 1884
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
DocuSign Envelope ID:673652D9-FC8C-4 BA-9056-3499UZA5tsctts
TEMPORARY AGREEMENT FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD GREEN MARKET
Page 1 oft
Sincerely,
EDocuSipned by:
t,./c1;..4. Vomits
5463139F721131340F..
Adrian Morales
Property Management Department Director
Attachment- CDC Guidelines
Please sign below as your acceptance of the terms and conditions, as set forth in this Temporary
Agreement.
THE MARKET COMPANY, INC CITY OF MIAMI BEACH, FLORIDA
BY: claire Tomlin BY: Raul J.Aquila, Interim City Manager
��a6 d61jleNaniaLliiilaf by:
f,(,aivt. wt�iln, F..itt J.
Jl�nallJ baw... D6�40F
buil392B45D...
12/31/2020 I 12:01 PM EST 12/31/2020�� @I 1:13 PM EST
Date Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
• 11012.00
City Anornei/�� ote
F:\PROP\ASSET\Markets\Lincoln Road Green Market\Lease Documents\Month to Month Extension\Lincoln Road Green Market
Amended Agreement Letter Oct to Dec 2020.d ocx
We are committed to providing excellent public ser0$bigter4quillwho live,work and play in our vibrant,tropical.historic
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
DocuSign Envelope ID:E87D7D88-09E2-41C9-BCEB-088F8C9D25EA
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, FL 33139, www.miomibeochfl.gov
PROPERTY MANAGEMENT DEPARTMENT
Tel:305-673-7193
November 30, 2020
Ms.Claire Tomlin Sent Via E-mail: claireCa?themarketcompany.orq
The Market Company, Inc.
238 E. San Marino Drive
Miami Beach, Florida33139
Re: TEMPORARY AGREEMENT, PURSUANT TO REQUEST FOR LETTERS OF INTEREST 2019-
318-WG(THE RFLI) FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD
GREEN MARKET,FOR THE OPERATION OF THE MARKET,AND EXTENDING THE TERM OF
OPERATION FROM OCTOBER 1, 2020 THROUGH DECEMBER 31, 2020.
Dear Ms.Tomlin:
The current agreement("Existing Agreement")between the City of Miami Beach(the"City")and The Market
Company, Inc. ("Concessionaire"), pursuant to RFP 2013-317-ME for the management and operation of
the Lincoln Road Green Market ("Market"), expired on September 30, 2019. Subsequently, the Existing
Agreement was extended on a month-to-month basis for a term not-to-exceed one (1) year ending
September 30, 2020.
On September 18,2020,the Mayor and City Commission adopted Resolution No.2020-31401,authorizing
the Administration to negotiate a new agreement with Concessionaire for the operation of the Market.
Pending completion of negotiations, the City and Concessionaire executed a letter agreement, dated
September 30,2020,which extended the Existing Agreement, instead of approving the temporary operation
of the Market under a separate temporary agreement ("Temporary Agreement"). pending completion of
negotiations.
On October 28, 2020, the parties executed a letter agreement extending the term of the Temporary
Agreement through November 30, 2020.The following shall serve to amend the Temporary Agreement to:
(1)reflect the period commencing on October 1, 2020 and ending on December 31, 2020; and (2) reflect
that the operation of the Market under the terms of the Existing Agreement, incorporated herein by
reference, subject to the following modifications: (i)the Percentage of Gross shall be twenty-two and a half
Percent (22.5%), with no Minimum Guarantee payment, and (ii) Concessionaire shall comply with all
applicable CDC Guidelines, incorporated herein by reference and attached hereto as Attachment 1.
The City seeks concurrence from the Concessionaire to operate under the terms of this Temporary
Agreement. This Temporary Agreement is terminable by the City for convenience and without cause at
any time upon five(5)days written notice.
Please indicate your acceptance of the terms and conditions of this Temporary Agreement by executing
below as indicated. Should you have any questions or need additional information please do not hesitate
to contact me at(305)673-7000 extension 22932.
Page 319 of 1884
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
DocuSign Envelope ID:E87D7D88-09E2-41C9-BCEB-088F8C9D25EA
TEMPORARY AGREEMENT FOR ONE MANAGEMENT AND OPER4TTON OF THE LINCOLN ROAD GREEN MARKET
Page 2 of 2
Sincerely,
Docu6ipn•d try:
A
`-548389F7218840F
Adrian Morales
Property Management Department Director
Attachment- 1 CDC Guidelines
Please sign below as your acceptance of the terms and conditions, as set forth in this Temporary
Agreement.
THE MARKET COMPANY, INC CITY OF MIAMI BEACH, FLORIDA
•
BY: • / O \LV-1 BY: Jimmy L. Morales, City Manager
Nam:. / r--Rlaxaa�&itle
Ak raa.$) � y
Signature f ig ure
/Z/4/ 12/4/2020 I 9:55 AM EST
Date Date
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
1[ Ll) Of LGZt)
,j L"1 City Attorney,y- Dote
F:\PROP\ASSET\Markets\Lincoln Road Green Market\Lease Documents\Month to Month ExtensionlLincoln Road Green Market
Amended Agreement Letter Oct to Dec 2020.docx
Page 320 of 1884
DocuSign Envelope ID:23021678-9A07-4979-B549-A4803C69760B
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,FL 33139,www.miamibeachfl.gov
PROPERTY MANAGEMENT DEPARTMENT
Tel: 305-673-7193
April 19, 2021
Ms. Claire Tomlin Sent Via E-mail: claire(themarketcompany.orq
The Market Company, Inc.
238 E. San Marino Drive
Miami Beach, Florida33139
Re: TEMPORARY AGREEMENT, PURSUANT TO REQUEST FOR LETTERS OF INTEREST 2019-
318-WG (THE RFLI) FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD
GREEN MARKET, FOR THE OPERATION OF THE MARKET, AMENDING THE LETTER
AGREEMENT DATED SEPTEMBER 30, 2020 FOR THE OPERATION OF THE MARKET AND
EXTENDING THE TERM OF OPERATION FROM OCTOBER 1,2020 THROUGH MAY 31, 2021.
Dear Ms.Tomlin:
The current agreement("Existing Agreement")between the C;ty of Miami Beach(the"City")and The Market
Company, Inc. ("Concessionaire''), pursuant to RFP 2013-317-ME for the management and operation of
the Lincoln Road Green Market ("Market"), expired on September 30, 2019. Subsequently, the Existing
Agreement was extended on a month-to-month basis for a term not-to-exceed one (1) year ending
September 30, 2020.
On September 16, 2020, the Mayor and City Commission adopted Resolution No. 2020-31401, authorizing
the Administration to negotiate a new agreement with Concessionaire for the operation of the Market.
Pending completion of negotiations, the City and Concessionaire executed a letter agreement, dated
September 30,2020,which extended the Existing Agreement, instead of approving the temporary operation
of the Market under a separate temporary agreement ("Temporary Agreement"), pending completion of
negotiations.
The following shall serve to amend the October 28, 2020 letter agreement to: (1) amend the term of the
Temporary Agreement to reflect the period commencing on October 1,2020 and ending on May 31, 2021;
and (2) reflect that the operation of the Market under the terms of the Existing Agreement, incorporated
herein by reference, subject to the following modifications: (i)the Percentage of Gross shall be twenty-two
and a half percent (22.5%), with no Minimum Guarantee payment, and (ii) Concessionaire shall comply
with all applicable CDC Guidelines, incorporated herein by reference and attached hereto as Attachment
1.
The City seeks concurrence from the Concessionaire to operate under the terms of this Temporary
Agreement. This Temporary Agreement is terminable by the City for convenience and without cause at
any time upon five(5)days written notice.
Please indicate your acceptance of the terms and conditions of this Temporary Agreement by executing
below as indicated. Should you have any questions or need additional information please do not hesitate
to contact me at(305)673-7000 extension 22932.
Page 321 of 1884
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
TEMPORARY AGREEMENT FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD GREEN MARKET
Page 2of2
Sincerely,
Osvaldo Dominguez
Real Estate Division Director
Attachment- 1 CDC Guidelines
Please sign below as your acceptance of the terms and conditions, as set forth in this Temporary
Agreement.
THE MARKET COMPANY, INC CITY OF MIAMI BEACH, FLORIDA
BY: BY: Alina T. Hudak,City Manager
Name Name/Title
Signature Signature
Date Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
91W O 2QZi
fry�Ci y Alforn y D to
We ore committed to providing excellent public sep6g&r3 fffyit854who live,work and ploy in our vibrant,tropical,historic
community.
DocuSign Envelope ID 23021678-9A07-4979-B549-A4803C69760B
UocuolgII C f Ivelupe iu.VUUJJuru-oa iv-+r rru• r
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, FL 33139,www.miamibeachfl.gov
PROPERTY MANAGEMENT DEPARTMENT
Tel:305-673-7193
March 24, 2021
Ms. Claire Tomlin Sent Via E-mail: ciaireCc3_themarketcompany.org
The Market Company, Inc.
238 E. San Marino Drive
Miami Beach, Florida33139
Re: TEMPORARY AGREEMENT, PURSUANT TO REQUEST FOR LETTERS OF INTEREST 2019-
318-WG (THE RFLI) FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD
GREEN MARKET, FOR THE OPERATION OF THE MARKET, AMENDING THE LETTER
AGREEMENT DATED SEPTEMBER 30, 2020 FOR THE OPERATION OF THE MARKET AND
EXTENDING THE TERM OF OPERATION FROM OCTOBER 1, 2020 THROUGH APRIL 30,
2021.
Dear Ms.Tomlin:
The current agreement("Existing Agreement")between the City of Miami Beach(the"City")and The Market
Company, Inc. ("Concessionaire"), pursuant to RFP 2013-317-ME for the management and operation of
the Lincoln Road Green Market ("Market"), expired on September 30, 2019. Subsequently, the Existing
Agreement was extended on a month-to-month basis for a term not-to-exceed one (1) year ending
September 30, 2020.
On September 16, 2020,the Mayor and City Commission adopted Resolution No. 2020-31401,authorizing
the Administration to negotiate a new agreement with Concessionaire for the operation of the Market.
Pending completion of negotiations, the City and Concessionaire executed a letter agreement, dated
September 30,2020,which extended the Existing Agreement,instead of approving the temporary operation
of the Market under a separate temporary agreement ("Temporary Agreement"), pending completion of
negotiations.
The following shall serve to amend the October 28, 2020 letter agreement to: (1) amend the term of the
Temporary Agreement to reflect the period commencing on October 1,2020 and ending on April 30,2021;
and (2) reflect that the operation of the Market under the terms of the Existing Agreement, incorporated
herein by reference,subject to the following modifications: (i)the Percentage of Gross shall be twenty-two
and a half percent (22.5%), with no Minimum Guarantee payment, and (ii) Concessionaire shall comply
with all applicable CDC Guidelines, incorporated herein by reference and attached hereto as Attachment
1.
The City seeks concurrence from the Concessionaire to operate under the terms of this Temporary
Agreement. This Temporary Agreement is terminable by the City for convenience and without cause at
any time upon five(5)days written notice.
Please indicate your acceptance of the terms and conditions of this Temporary Agreement by executing
below as indicated. Should you have any questions or need additional information please do not hesitate
to contact me at(305)673-7000 extension 22932.
Page 323 of 1884
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
UUCU.JIYII CfIVIitUp IU.UUUJJVrU-O,I u-Yr rYO,VG—i JCJVVJu.suvV
TEMPORARY AGREEMENT FOR THE MANAGEMENT AND OPET4770N OF THE LINCOLN ROAD GREEN IVARKET
Page 2of2
•
Sincerely,
DocuSignod by:
VOw,tta j
40448E54556541A...
Osvaldo Dominguez
Real Estate Division Director
Attachment-1 CDC Guidelines
Please sign below as your acceptance of the terms and conditions, as set forth in this Temporary
Agreement.
THE MARKET COMPANY, INC CITY OF MIAMI BEACH,FLORIDA
BY:
Claire
pp Tomlin BY: Raul J.Amite.Interim City Manager
�a:taloned by:I �poaeu$ig d bye.
�,�UVt, �wt�llrt.
�IlgggB1i0079454C0... �45D...
3/26/2021 110:07 AM EDT 3/26/2021 110:35 AM EDT
Date Date
AP '.,f DASTO
Ar, ANGUAGE
Rit EXECUTION
e_ 3/2 41 At
y Alton r y i Dote
Page 324 of 1884
We ore committed b providing excellent public service and safety b all who live,work and play,n our vibrant,wp,col,hrstonc communiy.
DocuSign Envelope ID:23021678-9A07-4979-8549-A4803C69760B
UCCUbl9 n envelope l u:uuuo.uru-o. 1 U-'+,/`J-D I UG.I JL"JOIi:JOJU V V
Considerations for Outdoor Farmers Markets I CDC Page 1 of 5
CDC Centers for Disease Control and Prevention
CDC 24/7:Saving Lives,Protecting People^'
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Considerations for Outdoor Farmers Markets
updatee Sept.17.2020 ar�nt
Farmers market managers should consider the recommendations below to help ensure safe access to food while helping
prevent the spread of COVID-19.
The COVID-19 pandemic has brought new challenges to food security in the United States.Access to healthy food options
and nutrition are an important part of overall physical and mental health. Across the United States,farmers markets have
been named an essential service because of their role in supporting local farms and providing communities access to
fresh,healthy food during the pandemic.Outdoor farmers markets provide a lower risk shopping option with immediate
and lasting benefits for shoppers and the community at-large.
These considerations are meant to supplement—not replace—any state,local,territorial,or tribal health and safety laws,
rules,and regulations that organizations must follow.Farmers market managers should collaborate with state and local
health officials to determine whether to implement these considerations as-is or tailor them to their communit 's needs.
Farmers market managers should continue monitoring the spread of COVID-19 in the community they serve and have a
plan in place to adjust their operations as needed.
Farmers market managers may also benefit from reviewing CDC's COVID-19 guidance and considerations on community
based organizations,workplaces,events and gatherings,and food service providers.Farmers market managers should
consider CDC's information on people at higher risk of severe illness
Slowing the spread of COVID-19
Coronaviruses,such as the one that causes COVID-19,are thought to spread mostly from person to person through
respiratory droplets emitted when an infected person coughs,sneezes,or talks.The droplets containing virus are spread
in the air and can be inhaled in the lungs or land on the mouth,nose or eyes of people nearby. A person also might be
exposed to the virus causing COVID-19 by touching a surface or object,including food or food packaging,that has been
contaminated with the virus when an infected person coughs or sneezes near it,and then touches their own mouth,nose,
or eyes.However,this is not thought to be the main way the virus spreads.Risk of transmission from food,food
packaging,and shopping bags is considered very low,but there are other,possible routes of COVID-19 transmission,such
as:
• Being in close contact(within 6 feet)with people you don't live with,especially people who are not wearing a mask.
The more people you interact with,and the longer those interactions last,the higher the risk of COVID-19 spread;
• Touching a surface or object that has the virus on it and then touching your own mouth, nose,or eyes.
Outdoor activities generally are lower risk than indoor activities but there are still important ways to prevent the spread of
COVID-19 that should be followed:
• Staying home when sick Attachment "1"
• Social distancing
https://www.cdc.gov/coronavirus(2019-ncov/con?igifiiF66fdl4farmers-markets.html 9/30/2020
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Considerations for Outdoor Farmers Markets I CDC Page 2 of 5
• Wearing a mask
• if soap and water are not readily available,use a hand sanitizer that contains at least 60%alcohol.Cover all surfaces
of your hands and rub them together until they feel dry.Avoid touching your eyes,nose,and mouth with unwashed
hands.
• Cleaning and disinfection
Promote healthy behaviors
Encourage people to stay home when sick.
• Staff,volunteers,and vendors should stay home if they have tested positive for or are showing COVID-19 symptoms,
or have recently had close contact with a person with symptoms of,or diagnosed with,COVID-19.
• Educate staff,volunteers,and vendors about when they should stay home and when it is safe to be around others.
• Actively encourage customers using signage,social media,or other communication platforms that your market
commonly uses,to stay home if they have tested positive for or are showing COVID-19 symptoms_or have recently
had close contact with a person with symptoms of,or diagnosed with,COVID-19.
Encourage people to socially distance.
• Staying at least six feet apart from others,even when you are outside,reduces the chance that you will be exposed to
the virus from respiratory droplets emitted by others.
• Many people with COVID-19 have mild symptoms or no symptoms,but they can still spread the virus to others.
Staying apart reduces your risk of getting COVID-19.
• Social distancing is most effective when it is used along with other prevention strategies,including wearing masks.
Masks
• Require staff,volunteers,and vendors to use masks.Masks are an important means of reducing viral spread and are
essential during times when social distancing is difficult.Provide information to all staff and volunteers on proper use
and washing of masks.
• If feasible,provide masks for staff,volunteers,and vendors and consider asking them to bring extra masks,in case
their mask gets wet or soiled,as well as a sealable plastic bag or other container to store masks when not in use.
• Encourage customers to bring and use masks.If feasible,provide masks for those who may not have one.
Hand hygiene
• Provide handwashing stations or hand sanitizer with at least 60%alcohol for all,including customers,market staff,
volunteers,and vendors,and encourage vendors to offer the same at their booth.
• Proper hand hygiene is an important infection control measure.Ensure vendors,market staff,and volunteers wash
their hands regularly with soap and water for at least 20 seconds.If soap and water are not readily available or
accessible,provide an alcohol-based hand sanitizer containing at least 60%alcohol.
• Key times to clean hands in general include:
• Before,during,and after preparing or handling food
• Before eating food
• After using the toilet
• After blowing your nose,coughing,or sneezing
• After touching frequently touched surfaces
https://www.udc.gov/coronavirus/2019-ncov/cortf'tINRiOACkWfarmers-markets.html 9/30/2020
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Considerations for Outdoor Farmers Markets 1 CDC Page 3 of 5
• 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 hours of operation and safety precautions should be posted at each entrance/exit and near shared areas.If
possible,make the same information available on your website and social media platforms.
• Post signs in highly visible locations(e.g.,at building entrances,in restrooms)that promote everyday protective
measures and describe how to stop the spread • of germs by properly washing hands and properly wearing a
mask la .
• Consider developing signs and messages in different formats(e.g.,large print,Braille,American Sign Language)for
people who have low vision.
• Consider adding signs in other languages commonly spoken in your community and visuals tailored for low literacy
audiences.
Maintain healthy environments
Consider modifications you can make to promote social distancing,including:
• Providing different ways for ordering and pick-up to reduce the number of in-person interactions(e.g.,curbside box
pickup).Set up designated pick-up areas.
Where possible,redesigning market layouts to increase the distance between customers in line and walking
throughout the market(e.g.,increase space between vendor booths;create one-way traffic flow).Ensure that market
layout modifications are accessible for all persons(e.g.,ADA-compliant paths).
• Limiting the number of customers to reduce crowding and lines to meet social distancing guidelines.
• Installing physical barriers like sneeze guards and partitions,particularly in areas where it is difficult for individuals to
remain at least 6 feet apart(e.g.,vendor booths).
• Posting clear and prominent directional and physical distancing signage for all walkways,entry and exit ways,vendor
booths,and spaces that can easily become crowded(e.g.,customers waiting in line).
Safe operations include:
• Being aware of local and state regulatory agency policies related to providing essential services and group gatherings
to determine if your market can be held,and if there are restrictions limiting the number of attendees or vendors.
• Limiting market activities that target individuals identified as higher risk for serious illness for COVID-19,if feasible.If
these events or activities continue to be offered,consider creating a schedule that includes special shopping hours
for at-risk or vulnerable populations(e.g.,senior shopping hours).
• Where feasible,implementing cashless payment systems and continue to accept SNAP EBT.If your market
traditionally uses hard to-clean vouchers(e.g.,wooden tokens)for SNAP EBT transactions or other incentives,
consider alternatives.
https://www.cdc.gov/coronavirus/2019-ncov/cortlutiiiNkgfd fatmers-markets.html 9/30/2020
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Considerations for Outdoor Farmers Markets! CDC Page 4 of 5
• 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 CDCs 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.
• 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.
https://www.cdc.gov/coronavirus/2019-ncov/cotalgfliqAd farmers-markets.htmI 9/30/2020
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Considerations for Outdoor Farmers Markets 1 CDC Page 5 of 5
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■ G
For more information on COVID-19 and food,see FAQ pages from the S.Food and Drug Administration B. and the
U.S.Department of Agriculture G'
Last Updated Sept.17.2020
Content source:National Center for Immunization and Respiratory Diseases(NCIRD).Division of Viral Diseases
https://www.cdc.gov/coronavirus/2019-ncov/conkl9At' JBQfdlfarmers-markets.html 9/30/2020
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Er.
City of Miami Beach, 1700 Convention Center Drive,Main'Beach,FL 33139,www.miamlbeachfl.gov
PROPERTY MANAGEMENT DEPARTMENT
Tel 305-673-7193
April 19, 2021
Ms. Claire Tomlin Sent Via E-mail: claireathemarketcompany.org
The Market Company, Inc.
238 E. San Marino Drive
Miami Beach, Florida33139
Re: TEMPORARY AGREEMENT, PURSUANT TO REQUEST FOR LETTERS OF INTEREST 2019-
318-WG (THE RFLI) FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD
GREEN MARKET, FOR THE OPERATION OF THE MARKET, AMENDING THE LETTER
AGREEMENT DATED SEPTEMBER 30, 2020 FOR THE OPERATION OF THE MARKET AND
EXTENDING THE TERM OF OPERATION FROM OCTOBER 1,2020 THROUGH MAY 31,2021.
Dear Ms.Tomlin:
The current agreement("Existing Agreement")between the City of Miami Beach(the"City")and The Market
Company, Inc. ("Concessionaire"), pursuant to RFP 2013-317-ME for the management and operation of
the Lincoln Road Green Market ("Market"), expired on September 30, 2019. Subsequently, the Existing
Agreement was extended on a month-to-month basis for a term not-to-exceed one (1) year ending
September 30, 2020.
On September 16, 2020, the Mayor and City Commission adopted Resolution No. 2020-31401, authorizing
the Administration to negotiate a new agreement with Concessionaire for the operation of the Market.
Pending completion of negotiations, the City and Concessionaire executed a letter agreement, dated
September 30,2020,which extended the Existing Agreement, instead of approving the temporary operation
of the Market under a separate temporary agreement ("Temporary Agreement"), pending completion of
negotiations.
The following shall serve to amend the October 28, 2020 letter agreement to: (1) amend the term of the
Temporary Agreement to reflect the period commencing on October 1,2020 and ending on May 31, 2021;
and (2) reflect that the operation of the Market under the terms of the Existing Agreement, incorporated
herein by reference, subject to the following modifications: (i)the Percentage of Gross shall be twenty-two
and a half percent (22,5%), with no Minimum Guarantee payment, and (ii) Concessionaire shall comply
with all applicable CDC Guidelines, incorporated herein by reference and attached hereto as Attachment
1.
The City seeks concurrence from the Concessionaire to operate under the terms of this Temporary
Agreement. This Temporary Agreement is terminable by the City for convenience and without cause at
any time upon five (5)days written notice.
Please indicate your acceptance of the terms and conditions of this Temporary Agreement by executing
below as indicated. Should you have any questions or need additional information please do not hesitate
to contact me at(305)673-7000 extension 22932.
Page 330 of 1884
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TEMPORARY AGREEMENT FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD GREEN MARKET
Page 2of2
Sincerely,
[DoeuS(gned by:
15nt V ,111.1. M.Aj
40448E54556541A...
Osvaldo Dominguez
Real Estate Division Director
Attachment- 1 CDC Guidelines
Please sign below as your acceptance of the terms and conditions, as set forth in this Temporary
Agreement.
THE MARKET COMPANY, INC CITY OF MIAMI BEACH, FLORIDA
BY:
Claire Tomlin BY: Aline T. Hudak, City Manager
C �lt}BASIgnedd by:"
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7nC20EFB401340E...
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4/23/2021 I 9:33 AM EDT 4/25/2021 19:48 PM EDT
Date Date
•
•
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
AL102 2.I
.City Atlomw Fh_ I D to
We ore committed to providing excellent public sep 13*)pt 884who five,work and ploy in our vibrant,tropical,historic
communiy.
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City of Mloml Beach. 1700 Convention Center Drive.Miami Beach,FL 33139.www.miamibeachft.gov
PROPERTY MANAGEMENT DEPARTMENT
Tel:305-673-7193
October 28, 2020
Ms. Claire Tomlin Sent Via E-mail: claire[a?themarketcompany.org
The Market Company, Inc.
238 E. San Marino Drive
Miami Beach, Florida33139
Re: TEMPORARY AGREEMENT, PURSUANT TO REQUEST FOR LETTERS OF INTEREST 2019-
318-WG (THE RFLI) FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD
GREEN MARKET, AMENDING LETTER AGREEMENT DATED SEPTEMBER 30, 2020, FOR
THE OPERATION OF THE MARKET, AND EXTENDING THE TERM OF OPERATION FROM
OCTOBER 1, 2020 THROUGH NOVEMBER 30,2020.
Dear Ms.Tomlin:
The current agreement("Existing Agreement")between the City of Miami Beach(the"City")and The Market
Company, Inc. ("Concessionaire"), pursuant to RFP 2013-317-ME for the management and operation of
the Lincoln Road Green Market ("Market"), expired on September 30, 2019. Subsequently, the Existing
Agreement was extended on a month-to-month basis for a term not-to-exceed one (1) year ending
September 30, 2020.
On September 16,2020,the Mayor and City Commission adopted Resolution No. 2020-31401,authorizing
the Administration to negotiate a new agreement with Concessionaire for the operation of the Market.
Pending completion of negotiations, the City and Concessionaire executed a letter agreement, dated
September 30,2020,which extended the Existing Agreement, instead of approving the temporary operation
of the Market under a separate temporary agreement ("Temporary Agreement"), pending completion of
negotiations.
The following shall serve to amend the September 30, 2020 letter agreement to:(1)amend the term of the
Temporary Agreement to reflect the period commencing on October 1, 2020 and ending on November 30,
2020; and (2) reflect that the operation of the Market under the terms of the Existing Agreement,
incorporated herein by reference, subject to the following modifications: (i)the Percentage of Gross shall
be twenty-two and a half percent(22.5%), with no Minimum Guarantee payment, and (ii) Concessionaire
shall comply with all applicable CDC Guidelines, incorporated herein by reference and attached hereto as
Attachment 1.
The City seeks concurrence from the Concessionaire to operate under the terms of this Temporary
Agreement. This Temporary Agreement is terminable by the City for convenience and without cause at
any time upon five (5)days written notice.
Please indicate your acceptance of the terms and conditions of this Temporary Agreement by executing
below as indicated. Should you have any questions or need additional information please do not hesitate
to contact me at(305)673-7000 extension 22932.
Page 332 of 1884
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TEMPORARY AGREEMENT FOR THE MANAGEMENT AND OPERATION OF THE LJNCVLN ROAD GREEN MARKET
Page 2 of 2
Sincerely,
,-DocuSigned by:
MOr4c..s.
"-546369F721BB40._.
Adnan Morales
Property Management Department Director
Attachment- 1 CDC Guidelines
Please sign below as your acceptance of the terms and conditions, as set forth in this Temporary
Agreement.
THE MARKET COMPANY, INC CITY OF MIAMI BEACH,FLORIDA
BY:
Claire Tomlin BY: Jimmy L. Morales, City Manager
Na R �fa a acu Slgned by
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10/30/2020 I 10:14 AM EDT JO/ HO I; 11.11::91444T
Date Date
APPROVED AS TO
FORM & LANGUAGE
& FOP XECUTION
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F:\PROPSASSET\Markets\Lincoln Road Green Market\Lease Documents\Month to Month Extension\The Market Company.Inc Month
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community.
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Considerations for Outdoor Farmers Markets CDC Page 1 of 5
CDC Centers for Disease Control and Prevention
CDC 24/7 Saving lives,Protectng People,'
Coronavirus Disease 2019 (COVID-19) L•::.
Considerations for Outdoor Farmers Markets
Farmers market managers should consider the recommendations below to help ensure safe access to food while helping
prevent the spread of COVID-19.
The COVID-19 pandemic has brought new challenges to food security in the United States.Access to healthy food options
and nutrition are an important part of overall physical and mental health. Across the United States,farmers markets have
been named an essential service because of their role in supporting local farms and providing communities access to
fresh,healthy food during the pandemic.Outdoor farmers markets provide a lower risk shopping option with immediate
and lasting benefits for shoppers and the community at-large.
These considerations are meant to supplement—not replace—any state,local,territorial,or tribal health and safety laws,
rules,and regulations that organizations must follow.Farmers market managers should collaborate with state and local
health officials to determine whether to implement these considerations as-is or tailor them to their community's needs.
Farmers market managers should continue monitoring the spread of COVID•t9 in the community they serve and have a
plan in place to adjust their operations as needed.
Farmers market managers may also benefit from reviewing CDCs COV1D-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 a:higher risk of severe illness,
Slowing the spread of COVID-19
Coronaviruses,such as the one that causes COVID-19,are thought to spread mostly from person to person through
respiratory droplets emitted when an infected person coughs,sneezes,or talks.The droplets containing virus are spread
in the air and can be inhaled in the lungs or land on the mouth,nose or eyes of people nearby. A person also might be
exposed to the virus causing COVID•19 by touching a surface or object,including food or food packaging,that has been
contaminated with the virus when an infected person coughs or sneezes near it,and then touches their own mouth,nose,
or eyes.However,this is not thought to be the main way the virus spreads.Risk of transmission from food,food
packaging,and shopping bags is considered very low,but there are other,possible routes of COVID-19 transmission,such
as:
• Being in close contact(within 6 feet)with people you don't live with,especially people who are not wearing a mask.
The more people you interact with,and the longer those interactions last,the higher the risk of COVID-19 spread:
• Touching a surface or object that has the virus on it and then touching your own mouth,nose,or eyes.
Outdoor activities generally are lower risk than indoor activities but[here are still important ways to prevent the spread of
COVID-19 that should be followed:
• Staying home when sick
• Social distancing
u 11
https://www.cdc.gov/coronavirus/20I9-ncov/commun ets.html 9/30/2020
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Considerations for Outdoor Farmers Markets I CDC Page 2 of 5
• Wearing a mask
• If soap and water are not readily available,use a hand sanitizer that contains at least 60%alcohol.Cover all surfaces
of your hands and rub them together until they feel dry.Avoid touching your eyes,nose,and mouth with unwashed
hands.
• Cleaning and disinfection
Promote healthy behaviors
Encourage people to stay home when sick.
• Staff,volunteers,and vendors should stay home if they have tested positive for or are showing COVID-19 symptoms,
or have recently had close contact with a person with symptoms of,or diagnosed with,COVID-19.
• Educate staff,volunteers,and vendors about when they should stay home and when it is safe to be around others.
• Actively encourage customers using signage,social media,or other communication platforms that your market
commonly uses,to stay home if they have tested positive for or are showing COVID-19 symptoms,or have recently
had dose 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 s most effective when it is used along with other prevention strategies,including wearing masks.
Masks
• Require staff,volunteers,and vendors to use masks.Masks are an important means of reducing viral spread and are
essential during times when social distancing is difficult.Provide information to all staff and volunteers on proper use
and washing of masks.
• If feasible,provide masks for staff,volunteers,and vendors and consider asking them to bring extra masks,in case
their mask gets wet or soiled,as well as a sealable plastic bag or other container to store masks when not in use.
• Encourage customers to bring and use masks.If feasible,provide masks for those who may not have one.
Hand hygiene
• Provide handwashing stations or hand sanitizer with at least 60%alcohol for all,including customers,market staff,
volunteers,and vendors,and encourage vendors to offer the same at their booth.
• Proper hand hygiene is an important infection control measure.Ensure vendors,market staff,and volunteers wash
their hands regularly with soap and water for at least 20 seconds.If soap and water are not readily available or
accessible,provide an alcohol-based hand sanitizer containing at least 60%alcohol,
• Key times to clean hands in general include:
• Before,during,and after preparing or handling food
• Before eating food
▪ After using the toilet
• After blowing your nose.coughing,or sneezing
• After touching frequently touched surfaces
https://www.cdc.gov/coronavirus/20 19-ncovicommunity/outdoor-farmers-markets.htm I 9/30/2020
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Considerations for Outdoor Farmers Markets i CDC Page 3 of 5
• 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 hours of operation and safety precautions should be posted at each entrance/exit and near shared areas.If
possible,make the same information available on your website and social media platforms.
• Post signs in highly visible locations(e.g.,at building entrances,in restrooms)that promote everyday protective
measures and describe how to stop the spread■ of germs by properly washing hands and properly wearing a
mask el .
• Consider developing signs and messages in different formats(e.g.,large print,Braille,American Sign Language)for
people who have low vision.
• Consider adding signs in other languages commonly spoken in your community and visuals tailored for low literacy
audiences.
Maintain healthy environments
Consider modifications you can make to promote social distancing,including:
• Providing different ways for ordering and pick-up to reduce the number of in-person interactions(e.g.,curbside box
pickup).Set up designated pick-up areas.
• Where possible,redesigning market layouts to increase the distance between customers in line and walking
throughout the market(e.g.,increase space between vendor booths;create one-way traffic flow).Ensure that market
layout modifications are accessible for all persons(e.g.,ADA-compliant paths).
• Limiting the number of customers to reduce crowding and lines to meet social distancing guidelines.
• Installing physical barriers like sneeze guards and partitions,particularly in areas where it is difficult for individuals to
remain at least 6 feet apart(e.g..vendor booths).
• Posting clear and prominent directional and physical distancing signage for all walkways,entry and exit ways,vendor
booths,and spaces that can easily become crowded(e.g.,customers waiting in line).
Safe operations include:
• Being aware of local and state regulatory agency policies related to providing essential services and group gatherings
to determine if your market can be held,and if there are restrictions limiting the number of attendees or vendors.
• Limiting market activities that target individuals identified as higher risk for serious illness for COVID-19,if feasible.If
these events or activities continue to be offered,consider creating a schedule that includes special shopping hours
for at-risk or vulnerable populations(e.g.,senior shopping hours).
• Where feasible,implementing cashless payment systems and continue to accept SNAP EBT.If your market
traditionally uses hard to-clean vouchers(e.g.,wooden tokens)for SNAP EBT transactions or other incentives,
consider alternatives.
https://www.cdc.gov/coronav irus/2019-ncov/comm un ity/outdoor-farmers-markets.htm 1 9/30/2020
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Considerations for Outdoor Farmers Markets!CDC Page 4 of 5
• 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 CDCs 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.
• 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.
https://www.cdc.gov/coronav irus/2019-ncov/community/outdoor-farmers-markets.html 9/30/2020
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Considerations for Outdoor Farmers Markets 1 CDC Page 5 of 5
Plan for what to do If a staff member,volunteer,vendor,or customer gets sick by referring to relevant sections in CDCs
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 i
For more information on COVID•19 and food,see FAQ pages from the S.Food and Drug Administration ;; and the
U.S.Department of Agriculture �!
Last updated Sept.t 7.2020
Content source:4at.ona:Cerate•to• mmur.at or and Resp iatory Caeases ttVC•RD1.D v s on of v•a Daeases
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City of Miami Beach, 1700 Convention Center Drive,Miami Beach,FL 33139,www.miamibeachfl.gov
PROPERTY MANAGEMENT DEPARTMENT
Tel:305-673-7193
January 26, 2021
Ms. Claire Tomlin Sent Via E-mail: clairec themarketcompany.orq
The Market Company, Inc.
238 E. San Marino Drive
Miami Beach, Florida33139
Re: TEMPORARY AGREEMENT, PURSUANT TO REQUEST FOR LETTERS OF INTEREST 2019-
318-WG (THE RFLI) FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD
GREEN MARKET, FOR THE OPERATION OF THE MARKET, AMENDING THE LETTER
AGREEMENT DATED SEPTEMBER 30, 2020 FOR THE OPERATION OF THE MARKET AND
EXTENDING THE TERM OF OPERATION FROM OCTOBER 1, 2020 THROUGH MARCH 31,
2021.
Dear Ms. Tomlin:
The current agreement("Existing Agreement")between the City of Miami Beach(the"City")and The Market
Company, Inc. ("Concessionaire"), pursuant to RFP 2013-317-ME for the management and operation of
the Lincoln Road Green Market (''Market"), expired on September 30, 2019. Subsequently, the Existing
Agreement was extended on a month-to-month basis for a term not-to-exceed one (1) year ending
September 30, 2020.
On September 16,2020, the Mayor and City Commission adopted Resolution No. 2020-31401, authorizing
the Administration to negotiate a new agreement with Concessionaire for the operation of the Market.
Pending completion of negotiations, the City and Concessionaire executed a letter agreement, dated
September 30,2020,which extended the Existing Agreement,instead of approving the temporary operation
of the Market under a separate temporary agreement ("Temporary Agreement"), pending completion of
negotiations.
The following shall serve to amend the October 28, 2020 letter agreement to: (1) amend the term of the
Temporary Agreement to reflect the period commencing on October 1, 2020 and ending on March 31,
2021; and (2) reflect that the operation of the Market under the terms of the Existing Agreement,
incorporated herein by reference, subject to the following modifications: (i) the Percentage of Gross shall
be twenty-two and a half percent(22.5%), with no Minimum Guarantee payment, and (ii) Concessionaire
shall comply with all applicable CDC Guidelines, incorporated herein by reference and attached hereto as
Attachment 1.
The City seeks concurrence from the Concessionaire to operate under the terms of this Temporary
Agreement. This Temporary Agreement is terminable by the City for convenience and without cause at
any time upon five (5)days written notice.
Please indicate your acceptance of the terms and conditions of this Temporary Agreement by executing
below as indicated. Should you have any questions or need additional information please do not hesitate
to contact me at(305)673-7000 extension 22932.
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TEMPORARY AGREEMENT FOR THE MANAGEMENT AND OPERATION OF THE LINCOLN ROAD GREEN MARKET
Page 1 of 2
Sincerely,
Cn-Do^euSlgMd by:
A\i \ qq
ArarlanFMjja�ii oralFes
Property Management Department Director
Attachment- 1 CDC Guidelines
Please sign below as your acceptance of the terms and conditions, as set forth in this Temporary
Agreement.
THE MARKET COMPANY, INC CITY OF MIAMI BEACH, FLORIDA
claire Tomlin
BY: BY: Raul J.Acauifa.Interim City Manager
"—Neatened Dy: n IOCieI
in 1 & Feu a fti6 ,
W." pfp aa45o...
1/29/2021 I 5:19 PM EST 1/29/2021 I 5:32 PM EST
Date Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
Ick-Zi\c- %,P(Z0-e I
City Attorney Dote
!).
We are committed to providing excellent pubic sere ,Neftiy Wyrho five,work and play in our vibrant,tropical,historic
community.