Loading...
HomeMy WebLinkAboutExhibitCONCESSION AGREEMENT This Agreement made and entered into this as of T day of , 2004, by and between the City of Miami, a municipal corporation of the State of Florida ("CITY") and LOPETEGUI 'S INC., a State of Florida Corporation ("LICENSEE"). RECITALS WHEREAS, LICENSEE is a qualified operator and desires the exclusive right and privilege to maintain the operation of the cafeteria service at the Miami Police Department Headquarters Building, 400 N.W. 2"d Avenue, Third Floor, Miami, Florida ("MPD"). NOW, THEREFORE, in consideration of the premises and of the terms, covenants and conditions hereinafter contained to be kept and performed by the respective parties, it is agreed as follows: DEFINITIONS A. "LOCATION" means the Miami Police Headquarters Building, 400 N.W. 2 Avenue, Miami, Florida, cafeteria portion located on the third floor consisting of a 194 square foot kitchen, 472 square foot serving area, 37 square foot trash area and 96 square foot storage area, for a total of 799 square foot, together with certain furniture, fixtures and equipment set forth in the Inventory attached hereto and made part hereof as though set forth in full marked Annex I. B. "Concessions" means the sale in the 3`d floor cafeteria area of prepared snacks, meals, food, candy, beverages (non-alcoholic only) and similar consumable products to patrons of the LOCATION and all operations necessarily incidental to such sale in an efficient and courteous manner and in a clean and appealing environment. C. "Concession Area" means the cafeteria's food preparation area, serving area, food storage area and dining area within the interior of the LOCATION. D. "Concession Products" means all food, non-alcoholic beverages, candy and similar consumable products, which the CITY directs or allows the LICENSEE to sell pursuant to this Agreement. E. "User" means any person(s), group (s), other than the CITY, who use all or portion of the LOCATION for the purpose of conducting meetings, events and/or activities. LICENSE GRANTED A. The CITY hereby grants to the LICENSEE the exclusive right and privilege to operate the Concession in the cafeteria at the LOCATION in accordance with the terms and provisions set forth herein. B. The Concession hereby granted shall apply to the LOCATION during the term of this Agreement. The CITY agrees that, during the term of this Agreement, it will not grant any rights for Concession Products to any User in the LOCATION, except as otherwise provided herein. C. The CITY retains the right to have the dining area used by the Police Department during normal operating hours at the request of the Chief of Police or his designee and upon giving reasonable advance notice to LICENSEE for its use. LICENSEE acknowledges CITY'S use and shall not interfere with it. D. The dining area of the Cafeteria may be utilized by the Police Department during hours the Cafeteria is not open for business without giving advance notice to LICENSEE. am'ConcessionAgreement-Lopetegu iInc-Cafeteria TERMS: The term of this License Agreement shall be for a period of two -years commencing on July 19, 2004 and expiring on July 18, 2006. This agreement may be extended by mutual consent of the parties for up to three (3) periods of one (1) year each. MAINTENANCE A. The LICENSEE will furnish and repair, at its own expense, all expendable equipment necessary for the successful operation of the Concession and shall replace at its own expense any equipment as set forth in Annex I under the Agreement which has been destroyed, damaged, or become inoperable due to the actions of the LICENSEE or its employees. At the expiration of the Agreement LICENSEE shall leave the LOCATION in at least the same condition as it was at the commencement of this Agreement. B. LICENSEE, at his own expense, will maintain the hoods and grease trap, refrigerator, freezer, grills, fryer, etc., located within the LOCATION. C. The CITY will maintain the connection for water and sewer utilities during the term of this Agreement. LICENSEE will furnish and maintain all fire equipment as required by the City of Miami Fire Department. D. The CITY shall not be responsible for any goods, merchandise or equipment stored at the LOCATION; nor will it be responsible for damage resulting from power failure, hurricane, tornado, fire, explosion and/or other causes beyond its control. All storage of concession products and equipment must be in locations designated by the CITY. LICENSEE shall not maintain, keep or erect any structure or equipment or make any am:Con cessionAgreenient-Lopeteguilnc-Cafeteria 3 alterations or additions to the LOCATION without the CITY'S prior written consent. LICENSEE shall not remove any piece of equipment or other property furnished to the LOCATION without the CITY'S prior written permission. E. The City shall pay for all electricity, gas and other utilities to the LOCATION except those utility connections required for improvements to the Concession Area installed by LICENSEE which shall be the financial responsibility of the LICENSEE. F. The CITY and the LICENSEE agree that prior to the beginning of each term of the Agreement, a representative of the parties shall inspect the equipment owned by the CITY and if by mutual agreement they determine that replacement of the equipment is desirable or necessary to place said equipment in an operable condition, then the LICENSEE shall, at its sole cost and expense, provide such replacements in lieu of rent. All of the above mentioned replacements shall be made prior to the beginning of each contact year. G. The LICENSEE shall provide, at his own expense, all garbage, trash, and rubbish receptacles within the confines of its designated areas, including the dining areas, and shall provide a sufficient number of these receptacles for its own use and for the use of the public. Dumping of such receptacles and the removal of trash, rubbish, and garbage from Concession Area utilizing acceptable environmental techniques and canisters, shall be the responsibility of the LICENSEE, H. The LICENSEE shall remove all trash and garbage from receptacles within its designated areas, including the dining area, and place it in the CITY'S dumpsters located outside of the LOCATION structure for subsequent removal by the CITY at CITY'S expense. LICENSEE shall be responsible for the disposal of any waste, including but not limited, to cooking oils, am: Concess ionAgreement-Lopeteguitnc-Cafeteria 4 which the CITY does not handle. LICENSEE shall comply with all ordinances, codes, laws or regulations, either in existence or. to be promulgated, for the disposal of waste. I. The LICENSEE shall pick up, clean up and dispose of all litter from all space assigned or used in its operation. The LICENSEE shall also clean and keep the Concession Area free of debris at all times. J. The LICENSEE shall keep neat, clean and in a sanitary condition all premises including preparation, storage, service, receiving areas, dining area and the surrounding areas used by it during the term of this Agreement at all times. The Concession Area shall be cleaned thoroughly each day. Laws, ordinances and regulations of all governmental bodies pertaining to the operation of food serving establishments shall be kept in closed metal or heavy plastic containers until removed from the location. K. The LICENSEE shall be responsible for the entire area it occupies and shall ensure such area is kept clean and free from all rubbish, including the dining area. L. Such area can be altered, redesigned or decorated depending on the needs of the CITY. M. LICENSEE shall pay for repair of all damage done to floors, walls, windows or other property in the LOCATION by negligence of LICENSEE or LICENSEE'S employee(s). N. The LICENSEE shall comply with and observe all Federal, State and local laws, ordinances and regulations as to sanitation and the purity of food and beverages (non-alcoholic) or otherwise relating to its operation under this Agreement. O. LICENSEE shall be responsible for arranging for pest control service to ensure conformance with State and County health codes. LICENSEE shall provide the CITY with a copy of the service agreement entered into with said pest control firm. am: ConcessionAgreement-LopeteguiInc-Cafeteria 5 PERSONNEL A. The LICENSEE shall provide this Concession with personalized attention in regard to management. Absentee management or management wherein the LICENSEE has little or no contact with the Concession employees and does not personally visit the Concession area regularly, is prohibited and will be grounds for cancellation of this Agreement. B. The LICENSEE shall employ, train and supervise personnel. Only personnel with appropriate qualifications, training and experience shall be employed. LICENSEE agrees to employ sufficient employees to provide all services appropriate for the Concession. The LICENSEE will not employ any person to work in the Miami Police Headquarters Building who has not satisfied a background investigation performed by the CITY. All personnel under employ or direction of the LICENSEE shall conduct themselves in a courteous and professional manner at all times. Failure of an employee to do so shall be grounds for the CITY to demand his or her removal from duties in the LOCATION and/or termination of this Agreement. C. The Manager of LICENSEE'S operation and the Representative of the CITY shall consult from time to time with reference to the operation of LICENSEE, to review such operation to provide Concession services in a proper manner for persons attending LOCATION. The CITY shall have the right to reject services and require that undesirable practices be discontinued or remedied. LICENSEE'S failure to act appropriately after notice from the CITY may result in termination of this Agreement. D. The LICENSEE'S employees shall be admitted into the LOCATION on workdays only. Any deviation from this must be authorized by the CITY. E. LICENSEE must return all CITY access passes, issued to it or its employees, at the end of this Agreement or at the time an employee(s) leaves the employment of LICENSEE. am, Concess ionAgreement-LopeteguiTnc-Cafeteria 6 MERCHANDISE A. The LICENSEE shall order, stock, prepare, pay for and sell appropriate foods and non- alcoholic beverages. Title to said foods and beverages shall remain vested in the LICENSEE. B. Consumables shall be of good quality, wholesome and pure, and all merchandise on hand shall be stored and handled with due regard for sanitation, and shall be subject to inspection and approval or rejection of the CITY. C. The LICENSEE shall provide a menu advertising the prices of items offered for sale. The menu shall not be of a gaudy or offensive nature. LICENSES AND TAXES A. The LICENSEE shall pay for and obtain all licenses and permits necessary for the operation of said business. B. The LICENSEE specifically agrees to conform to the terms and provisions of the applicable Retailers Occupation Tax Law and to pay to the State of Florida promptly when due, all taxes owed by the LICENSEE to the State of Florida. C. LICENSEE will pay the State Sales Tax and any other taxes, which may be lawfully imposed and owed by LICENSEE. D. The LICENSEE shall pay all social security unemployment insurance, old age retirement and other Federal and State taxes, which are measured by the wage, salaries or other remuneration paid to persons employed by LICENSEE. am:ConcessionAgreement-Lopeteguilnc-Cafeteria 7 HOURS/DAYS OF OPERATION AND INSPECTION A. The LICENSEE must have the cafeteria open and in operation Monday through Friday from 7:00 am to 4:00 pm except for holidays, unless otherwise agreed to in writing. The CITY may, from time to time, require additional service and will give reasonable advance notice, unless unable to do so due to emergencies, such as hurricanes or disturbances. B. The LICENSEE shall make available all areas of the premises under his or her control for examination, by a designee of the Chief of Police, at any reasonable time. C. LICENSEE may expand hours of operation with CITY'S prior written approval. IMPROVEMENTS A. The CITY shall provide all food service equipment and fixtures presently on the premises to LICENSEE at no charge. The CITY shall provide LICENSEE an inventory (Annex I) of all food service equipment in the premises prior to the commencement date hereof. LICENSEE has inspected said equipment, which is hereby provided on an "as is" condition and without any warranties and accepts same. B. At the end of the Agreement, LICENSEE will furnish the CITY with an inventory of equipment. C. No equipment shall be installed or removed without the advance written approval of the CITY. D. The LICENSEE shall furnish any additional equipment necessary for the concession operation and will be permitted to either rent and/or lease or purchase new equipment at his expense. Said equipment shall meet all applicable codes for such an establishment. Said equipment shall be removed by LICENSEE at his expense at the end of this Agreement. am:ConcessionAgreement-Lopetegui Inc -Cafeteria 8 Equipment, which cannot be readily removed without damage to the premise, shall remain and become the property of the CITY upon expiration of the Agreement. E. With respect to all property furnished by the CITY to the LICENSEE in connection with the performance of this Agreement, title to such personal property shall remain in the City and every item thereof shall, upon the termination or expiration of this Agreement, be returned to the CITY in equivalent condition, reasonable wear and tear excepted. F. The LICENSEE shall accept the LOCATION "as is", but the City Manager may grant the LICENSEE the right to make additions, improvements, and alterations to the LOCATION for his own convenience, provided that prior written approval is obtained from the City Manager before such actions are undertaken, and provided that such additions, improvements, and alterations become the property of the CITY upon expiration of the Agreement. All additions, improvements, and alterations made by LICENSEE shall be done at LICENSEE'S expense. INDEMNIFICATION A. LICENSEE agrees to indemnify, and hold harmless the CITY, its officials and employees from and against any and all suits, claims and actions arising out of the use or operation of the LOCATION by LICENSEE, its agents, servants, or employees, whether such claim shall be made by an employee of LICENSEE, an employee of the CITY or by any third party, and whether it relates to injury to person (including death) or damage to property, and LICENSEE shall at its own cost and expense pay all fees and charges of attorneys and all costs, including investigative costs, damages and other expenses arising therefrom or incurred by the CITY in connection therewith provided that the CITY retains the right, at its own expense, to deal with any action hereunder by employing its own counsel. am:ConcessionAgreement-Lopeteguilnc-Cafeteria 9 B. The LICENSEE shall at all times during the term of the Agreement subscribe to and comply with the Worker's Compensation and similar laws, of the State of Florida and pay such premiums as may be required thereunder and save the CITY harmless from any and all liability arising from or under such act. The LICENSEE agrees that it shall be solely responsible for paying workers compensation benefits to its employees. C. LICENSEE shall name the CITY as an Additional Insured on its policy or policies (exclusive of worker's compensation policies), and it shall be stated that "these coverages are primary to all other coverages the CITY possesses for this AGREEMENT only." D. Prior to any operations being performed in the LOCATION, the LICENSEE shall procure and file with the CITY two copies of the certificate of public liability and property damage insurance in the following amounts: 1. General Liability Completed Product $1,000,000 Premises Operation Broad Form Property 2. Medical $ 5,000 3. Fire Legal Liability $ 100,000 E. All insurance policies required must be written by a company or companies rated at least "A" as to management and at least "Class 5V" as financial strength in the latest edition of the A.M. Best's Insurance Guide, published by Alfred M. Best Co., Inc., Ambest Rd., Oldwick, N.J. 08858. The company or companies must be duly authorized to engage in insurance business by the State of Florida. The LICENSEE will furnish a Certificate of Insurance, or other evidence of coverage to the CITY clearly indicating conformance with these requirements. Certificates should be forwarded to: am:ConcessionAgreement-LopeteguiInc-Cafeteria 10 City of Miami Risk Management Division 400 S.W. 2nd Avenue 9th Floor Miami, Florida 33130 (Additional copies shall be provided to the Police Department.) Evidence of coverage shall be submitted to the CITY within five (5) days receipt of notice from the CITY. Any questions pertaining to insurance requirements should be directed to the Risk Management Division at the above address, or telephone (305) 416-1700. LICENSEE shall keep insurance in operative force and effect throughout the term of this Agreement and shall not allow material notifications therein or a lapse. F. LICENSEE shall maintain adequate insurance, in a minimum replacement amount of $100,000, to protect the facilities, equipment, fixtures, furnishings, decorations and other improvements within the LOCATION. LICENSEE shall endeavor to restore the destroyed items with the proceeds of the insurance payments if such restoration is feasible. However, if destruction of the LOCATION is such that the operation thereof or the restoration thereof is not feasible, as determined mutually by the parties hereto, the Agreement may be terminated by either party and the insurance proceeds for damage to the CITY'S equipment and facilities shall be given to the CITY. G. LICENSEE shall be responsible for the first $100,000 worth of property/structure damage. am:Concess ionAgreement-Lopeteguilnc-Cafeteria 11 DEFAULT A. In the event LICENSEE defaults in the performance of any of the provisions of the Agreement, the CITY shall have the following options, and its choice of any option shall in no way waive its right to select any other option at any time: I. The CITY may give the LICENSEE written notice of such default with an opportunity to cure. If the LICENSEE does not cure said default within thirty (30) days in the event of a non -monetary default and within seven (7) days in the event of a monetary default, after receipt of the notice of default, the CITY may terminate the Agreement, without waiving any rights it may have to recover damages from LICENSEE; and/or 2. The CITY may perform such work as it deems necessary to cure said default and charge the LICENSEE for the full cost of labor and materials expended. B. In the event the CITY defaults in the performance of any of the provisions of the Agreement, LICENSEE may give the CITY written notice of such default. If the CITY fails to cure said default within thirty (30) days after written notice was given or make reasonable progress to cure said default, LICENSEE may terminate the Agreement. 12. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $50,000, the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City am :ConcessionAgreement-Lopetegu ilnc-Cafeteria 12 Commission if the amount of compensation hereunder exceeds $50,000; or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (90 days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 13. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. ABANDONMENT If Concession Operations shall be vacated or abandoned by LICENSEE during the term of this Agreement for a period of two (2) consecutive days, the CITY, at its option and without serving notice elsewhere required in this Agreement, may: (a) take immediate possession thereof for the remainder of the said term, and, at its discretion advertise and solicit proposals for the am'..ConcessionAgreement-T.opetegu ilnc-Cafeteria 13 contract, with LICENSEE remaining liable for all obligations under this Agreement to the same extent as if said abandonment had not taken place: or (b) cancel this Agreement, without prejudice to its rights and remedies under applicable laws. BUSINESS RECORDS The LICENSEE shall maintain books and records pertaining to its performance of this Agreement. The CITY reserves the right to audit the records of LICENSEE pertaining to this Agreement at any time during the term hereof and for a period of three (3) years after termination. These books and records shall be situated in Dade County, Florida. CONFLICT OF INTEREST LICENSEE is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. Seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws. LICENSEE, in the performance of the Agreement, shall be subject to the more restrictive law and/or guidelines regarding conflict of interest promulgated by Federal, State or local government. am:ConcessionAgreement-Lopetegu iInc-Cafeteria 14 LAWS, REGULATIONS AND DIRECTIVES The LICENSEE will use the LOCATION for no purpose other than specified in the Agreement and the business conducted thereunder will be operated in strict compliance with all laws of the United States and the State of Florida, and with all health and fire codes and all applicable rules and regulations issued pursuant to the said laws. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk City Manager ATTEST: CORPORATE SECRETARY: LICENSEE: LOPETEGUI'S CORPORATION, A FLORIDA CORPORATION Hector Lopetegui Owner/President APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez City Attorney LeeAnn Brehm Acting Director Risk Management am: ConcessionAgreement-Lopeteguilnc-Cafeteria 15