HomeMy WebLinkAboutExhibit 1CONCESSION AGREEMENT
ISSUED BY
THE CITY OF MIAN1I
TO
ALIRIO'S, INC.
D/B/A JUNIORS CATERING OF MIAMI
FOR THE OCCUPANCY OF THE CONCESSION FACILITY
LOCATED AT
GRAPELAND AQUATIC CENTER
1550 NW 37th AVENUE, MIAMI, FLORIDA
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CONCESSION AGREEMENT
This Concession Agreement ("Agreement"), made this day of
2011, by and between the City of Miami, a municipal corporation of the
State of Florida, (hereinafter referred to as the "City") and Alirio's, Inc. d/b/a Juniors
Catering of Miami (hereinafter referred to as the "Concessionaire") an organization
incorporated under the Laws of the State of Florida.
WITNESS:
WHEREAS, the City desires to have quality food and beverage services
provided through a Concessionaire at the Grapeland Aquatic Center ("Aquatic Center")
located within the Grapeland Heights Park at 1550 NW 37th Avenue, Miami, Florida ;
and
WHEREAS, the City issued an Request for Letters of Interest (RFLI #
220229) for the operation of a food and beverage Concession Facility and related
catering, mobile vending carts or kiosks and vending machine services at the Premises on
July 22, 2010; and
WHEREAS, the City and Concessionaire ("the Parties") desire and intend
to enter into this Agreement for Concessionaire's use of a portion of the Premises
(".Area"); and
WHEREAS, Concessionaire submitted its proposal response ("Proposal")
and has been selected as the most qualified Respondent for the provision of the
concessions; and
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein set forth, the Parties agree as follows:
ARTICLE I
TERMS
1.1 DEFINITIONS OF TERMS. For the purpose of this Concession
Agreement, the terms defined in this Article shall have the following meanings:
1. "Additional Terns" shall mean each additional one-year renewal period over and
above the initial one year Tenn but shall not be more than two years (as defined below)
of this Agreement.
2. "Area(s)" shall mean the Concession Facility situated near the southeast corner of
the Grapeland Aquatic Center located at 1550 NW 37th Avenue, Miami, Florida as
depicted in Exhibit "A" attached hereto and made a part hereof, a minimum of six (6)
vending machines with a maximum of ten (10) vending machines, and up to two (2)
mobile vending cart locations, if any, as specified by the Director of the Parks and
Recreation Department and as amended from time to time.
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3. "City" means the City of Miami, Florida, a Florida municipal corporation. In all
respects hereunder, City's performance is pursuant to the City's capacity as Owner. In
the event the City exercises its regulatory authority as a governmental body, the exercise
of such regulatory authority and the enforcement of any rules, regulations, codes, laws
and ordinances shall be deemed to have occurred pursuant to City's authority as a
governmental body and shall not be attributable in any manner to the City as a party to
this Contract. For the purposes of this Contract, "City" without modification shall mean
the City Manager or Director, as applicable.
4, "City Commission" means the legislative body of the City of Miami.
5. "City Manager" means the duly appointed chief administrative officer of the City
of Miami. The City Manager for the City of Miami who is the administrative head of the
City's government who has been appointed by the City Commission of the City of Miami
in accordance with the provisions of Section 15 of the Charter of the City of Miami, as
amended, and who is authorized to execute this Agreement and other documents
including notices required hereunder.
6. "Concession Agreement Year" shall mean a consecutive twelve (12) month
period during the Term and Additional Terms, if exercised, commencing on the
Commencement Date, provided that the Concession Agreement Year may be adjusted by
City to commence on the first day of a calendar month.
7. "Concession Facility" shall mean approximately 625 square feet of space on the
Premises consisting of a kitchen preparation space, pass -through window, together with
certain furniture, fixtures and equipment set forth in the Inventory.
8.. "Commencement Date" shall mean the date in which this Agreement is signed by
the City Manager and attested by the City Clerk, which is the date that the Concession
shall be available for occupancy by the Concessionaire.
9. "Concessionaire Manager" shall mean the person authorized by the
Concessionaire to act fully on behalf of the Concessionaire in managing the Food and
Beverages Concession Facility and ancillary mobile vending carts, vending machine and
catering services, if any, as required by this Agreement.
10. "Contract Administrator" shall be the Director of Public Facilities authorized by
the City to administer the Agreement and coordinate the activities of the Concessionaire
at the Premises.
11. "Director" shall mean the Director of the Parks and Recreation Department.
12. "Fiscal Year" means the twelve month tax reporting period chosen by the
Concessionaire.
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13. "Food and Beverages Services" shall mean all services necessary for furnishing
and operating the Concession Facility, catering service, mobile vending cart or kiosk and
vending machine services at the Premises.
14. "Grapeland Aquatic Center" shall be referred to throughout this document as the
Aquatic Center.
15. "Gross Revenues" shall mean all revenues received by the Concessionaire derived
directly from concession business operations located on, consummated, initiated or
concluded on or at the Areas, including business made or performed by means of mobile
vending cart or kiosk concessions, vending machine and/or catering services, whether
such sales shall be credit or cash sales or otherwise. Gross Revenues shall be reduced by:
(i) cash or credit card refunds for returned merchandise provided said amounts had been
previously included as part of Gross Revenues; (ii) amount of any sales or excise tax
levied upon any sales, rentals and/or services rendered and payable to the appropriate
governmental authority; (iii) exchanges of merchandise between different locations of
Concessionaire; (iv) sales of non -inventory items such as fixtures and furniture; (v)
gratuities paid to employees; and (vi) interest earned on Concessionaire's deposit
accounts, earnings or profits on Concessionaire's investments, and similar passive or
investment income of Concessionaire.
16. "Inventory" shall mean furniture, fixtures and equipment provided by City to
Concessionaire for its use at the Concession Facility, a list of which is provided in
Exhibit "B" attached hereto and made a part hereof.
17. "Premises" shall mean the City -owned real property and improvements located
approximately at 1550 NW 37th Avenue, Miami, Florida also known as the Aquatic
Center, as depicted in Exhibit "C" attached hereto and made a part hereof.
18. "Subcontractor" shall mean any individual, partnership or corporation who is
contractually bound to the Concessionaire to perform a specific portion of the total
services under this Agreement, only after prior approval by the Director.
19. "Term" shall mean the initial three-year period of time granted to the
Concessionaire for use of the Concession Facility and the Additional Terms once
exercised and approved by the City.
20. "Teuuination Date" shall mean the day on which this Agreement expires or such
earlier date as may be specified in accordance with the provisions of this Agreement.
ARTICLE II
GENERAL DESCRIPTION OF CONCESSION
2.1 DESCRIPTION OF CONCESSION PRIVILEGES. The City grants to
Concessionaire, subject to the exceptions and conditions hereinafter set forth, the
privilege to use the Areas for the following purposes and for no other purpose whatsoever
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other than specified herein without prior written consent of the Director, which consent
may be conditioned or withheld at the Director's sole discretion:
(i) To occupy and use the Concession Facility on an exclusive basis for the purposes of
providing food and beverage services ("Services") to Aquatic Center customers; and
(ii) To use the outdoor picnic tables adjacent to the Concession Facility and the available
parking as existing at the Commencement of this Agreement on a non-exclusive basis to
accommodate Concessionaire's customers and employees.
(iii) To use restrooms on a non-exclusive, shared basis to accornrnodate Concessionaire's
customers and employees.
(iv) To use the storage room , on a non-exclusive , shared basis, located adjacent to the
kitchen entrance for Concessionaire's storage uses.
(v) To install, use and store a portable ATM for use by Aquatic Center patrons, the
placement location of which shall be subject to approval of the Director.
(vi) Concessionaire may be offered the opportunity to provide catering and may use the
Concession Facility for such, however, the City reserves the right to negotiate with other
vendors for catering City events and functions. The Concessionaire is hereby permitted
to utilize the physical facilities and equipment in the Concession Facility to additionally
provide catering services exclusively for non -city events or non -city functions at the
Premises and off -site subject to the payment of fees as provided in Section 5.1 during
Aquatic Center hours. The City Manager may terminate this privilege of permitting
catering at any time, with or without cause, upon providing Concessionaire sixty (60)
days advance written notice.
(vii) To operate up to two (2) mobile vending carts or kiosks at the locations determined
by the Director.
(viii) To operate a minimum of six (6) vending machines with a maximum of ten (10)
vending machines at locations determined by the Director.
The privilege to operate and provide the Concession Facility, mobile vending carts or
kiosks, vending machines and catering services for the provision of Services is expressly
limited to the provision of these services at the Aquatic Center.
2.2 OPERATION OF CONCESSION PRIVILEGES. Starting on the
Commencement Date, the Concessionaire shall provide the Services at the Concession
Facility in a first class and reputable manner continuously during the entire term of this
Agreement. Concessionaire's use and operation of the Areas shall be seasonal and shall
coincide with the Aquatic Center's hours of operation, generally from 9:00 to 7:30 prn, as
amended from time to time by the Director. The Proposed Seasonal Concession
Schedule ("Seasonal Concession Schedule") is depicted ui Exhibit D as attached and
incorporated hereto. The Director at his sole discretion has the power to extend or
otherwise modify these opening hours. It is the intent of the City to allow the
Concessionaire to utilize the Concession Facility during the off-season for catering
activities, the hours of operation which shall be agreed upon by the parties; however, the
Director shall have the final authority as to the approval of such hours. The proposed
Commencement Date is subject to construction delays and the City shall not be liable to
the Concessionaire for any inconvenience caused or any prospective loss of revenues
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caused by such delays.
If Concessionaire fails or refuses to satisfy any of the foregoing requirements,
then in such event, City shall have the right, in addition to all other remedies provided for
in this Agreement, to collect, and Concessionaire shall be obligated to pay, as Additional
Fees one hundred dollars ($100.00) for each day that Concessionaire does not comply
with said requirements. Additionally, the City may provide such Services in any manner
it may deem appropriate (subject to City's right to terminate under Section 6.1), and to
use any of the food, beverage or other supplies of Concessionaire, which are available,
and City shall be entitled to receive all revenues. City shall reimburse Concessionaire for
Concessionaire's actual cost of the food, beverage and other supplies actually used.
The Concessionaire shall within ten (10) days of the Commencement Date,
furnish and install, at its own expense, all the vending equipment required to operate and
provide the mobile vending carts or kiosks and vending machines and shall at all times
keep such mobile and fixed vending machines fully stocked with fresh food and
beverages, in good order, condition and repair and in a clean and sanitary condition.
2.3 SANITATION. The Concessionaire shall, at its sole cost and
expense, maintain and keep fixtures, Concession Facility's kitchen equipment and
personal property and outside seating areas nearby the Concession Facility, whether
owned by the Concessionaire, the City or third parties, and all Areas of the Concession
Facility and other areas designated for its use, in a clean and sanitary condition
satisfactory to the City. Concessionaire is responsible for all janitorial related services
including the necessary equipment and cleaning supplies to fulfill the janitorial
requirements for the cleaning of the Concession Facility, the outside seating areas nearest
the Concession Facility and the locations of the mobile vending carts or kiosks upon the
close of business of each working day.
The Concessionaire shall provide the food and beverage services in strict
compliance with all applicable Federal, State and local laws and regulations governing
this type of operation. Concessionaire shall obtain and maintain a satisfactory rating on
all health department sanitation inspections. The Concessionaire shall provide copies of
each inspection report to the Contract Administrator and Director within two (2) business
days of receipt of the same by Concessionaire.
In addition to other rights granted to the City herein, Concessionaire agrees that
should its operation or any portion thereof be shut down for its failure to comply with the
requirements of the Health Department of the State of Florida, and such shutdown could
have reasonably been averted by Concessionaire, its agents or employees, Concessionaire
shall pay to the City as liquidated damages, and not as any penalty therefore, the sum of
one hundred dollars ($100.00) per day for each day said shutdown continues.
2.4 QUALITY AND PRICE CONTROL. The Concessionaire shall provide the
City employees and the public with Services of the highest quality, which shall include a
minimum menu of hamburgers, hot dogs, pizza, french fries, sandwiches, chicken and
steak sandwiches, nachos and cheese, popcorn, pastries, pastelitos, croquettes, ice cream
and sodas at reasonable prices. As a condition of this Agreement, the Concessionaire
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agrees to comply with such standards of quality as may from time to time be adopted by
the City in order to insure attainment of quality of Services as hereinabove set forth.
It is the intention of the parties that all matters such as prices, portions and quality
of food and beverages shall be the same as, or better than that available in comparable
concession facilities in the Greater Miami area and for that purpose all such matters shall
be proposed by the Concessionaire but shall be subject to the prior written approval of the
Director. All items offered for sale must be sold at prices, which are plainly displayed.
Concessionaire shall charge reasonable prices for food and beverage products
commensurate with similar public facilities in the tri-county area and shall be required to
seek approval from the Director for any increases or reductions in prices exceeding 15%
of the then -existing prices by submitting a minimum ten (10) days written notice to the
Director. The Concessionaire may however, increase or reduce prices by less than 15%
without prior approval from the Director. Concessionaire shall not submit request for
price changes more frequently than twice during an Agreement Year. City reserves the
right to review the prior year's. income statement before granting any price increase and
to compare with other food and beverage service operations in the Miami area.
The failure on the part of the Concessionaire to comply with such price and
quality standards as the City may from time to time require, or failure of the
Concessionaire to change, correct, or modify its price or quality after written notice duly
given by the City to do so, shall be cause for cancellation of this Agreement; provided,
however, that no action by the City shall be arbitrary and capricious and the
Concessionaire shall be afforded notice by the City in writing, specifying the violations
of the standards required under this Agreement, and the date by which compliance must
be accomplished. Thereafter, any repetition of the same violations shall be considered a
breach of contract and shall be cause for immediate cancellation of this Agreement by the
City without further notification.
In order to promote the success of the Concessionaire, the City will make
reasonable efforts to prevent the Aquatic Center customers from entering the Property
with beverage coolers, packaged food and cooked food into the Aquatic Center.
2.5 FOOD AND BEVERAGE WARRANTY. Concessionaire warrants that all
merchandise dispensed or served hereunder (Concession Facility, mobile vending carts or
kiosks and/or catering services) shall, in all respects, be suitable for human consumption
and, in particular, it shall confonn to whatever Federal, State, county and local health
laws which relate to it.
2.6 PRODUCTS AND PRODUCT/SERVICE PROHIBITIONS.
The Concessionaire shall be permitted to use the Concession Facility for the sale
of cooked food, snack foods, beverages, sunscreen, sun block, suntan lotion, sun visors,
hats, flip flops, aspirin and over the counter medicine, towels (sales or rentals). Any
additional items are subject to the prior written approval by the Director. Concessionaire
shall also be prohibited from selling, serving or distributing alcoholic beverages to
customers, from serving beverages to customers in glasses or Styrofoam cups, from
providing straws to customers.
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2.7 CONCESSIONAIRE RESPONSIBILITIES. The Concessionaire covenants
and agrees that Concessionaire shall, at its sole cost and expense, operate, manage and
maintain the Concession Facility, provide Services, catering and mobile vending cart or
kiosk and vending machines services (if any) as required under this Agreement and
specifically agrees as follows:
A. Concessionaire shall, at its sole cost and expense:
(i) purchase all food, beverages, supplies and materials necessary for
the operation of its Concession Facility.
(ii) provide and maintain credit/debit card services and equipment
capable of accepting.payment.from customers. -
(iii) make its best efforts to adopt the use of "environmentally -friendly"
products in the operation of the Areas, sample products, sample
sample product prices and environmentally -friendly management
guidelines of which are furnished in Exhibit "E", attached herewith
and incorporated herein.
(iv) provide and replace, as necessary, all short life small ware
including, but not limited to, all paper products including paper
cups, paper plates, cookware, cooking and eating utensils, serving
utensils, trays, laundry items, and cleaning supplies.
(v) provide, clean, maintain, store and secure up to two (2) mobile
vending carts or kiosks and up to ten (10) vending machines, if
any, at its sole expense.
(vi) furnish and remove all decorations and promotional material for
merchandising in serving and dining areas.
(vii) provide all pest control services for the Concession Facility.
(viii) provide all cleaning and janitorial services for the Concession
Facility including periodic pressure cleaning of the outside and
seating areas adjacent and nearest to the Concession Facility
including but not limited to vacuuming; spot and deep
cleaning of all Concession Facility's flooring, emptying of trash
containers, wiping all tables and chairs, pass -through
window, microwave, window sill; cleaning of all kitchen
equipment, walls and floor tiled areas using a safe method for the
grease removal without damaging the equipment and floor, wall
and kitchen surfaces.
B. The Concessionaire shall, at its sole cost and expense, pay all federal, state
and local taxes which may be assessed against its operations, equipment, or merchandise
while in or upon the Premises.
C. The Concessionaire shall, at its sole cost and expense, provide telephone
equipment and service for its own use.
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D. The Concessionaire shall be responsible for security at the Concession
Facility during the scheduled hours of operation. The Concessionaire shall insure that all
appropriate equipment and lights have been turned off and appropriate doors locked at
the close of operation within the Concession Facility each day and insure that no cash is
left on the premises.
E. The Concessionaire shall provide the Contract Administrator and Director
with the naive, phone number, pager number and cellular phone number of a
management individual that will be available at any time to call in the case of
emergencies. This individual must be available by phone 24 hours a day, seven days a
week.
F. Concessionaire shall assume all operating costs except as provided herein,
retain all receipts and be responsible for payment of all labor, food, operating supplies
and all other general administration expenses.
G. Concessionaire shall, at its sole cost and expense, be responsible for the
provision, installation, repair and preventive maintenance of all food and beverage
service equipment necessary to operate the Premises that is not part of the Inventory.
H. Concessionaire shall, at its sole cost and expense, provide proper cleaning
and removal of grease monthly from exhaust hoods and at least two semi-annual range
hood system inspections or more often if circumstances dictate and ensure the proper
maintenance, pump -out and removal of grease from grease traps by a certified septic tank
hauler not less than once per year and as required by Miami -Dade County Department of
Environmental Resources Management (DERM). Concessionaire shall further be
responsible for providing, at its sole cost and expense, plumbing maintenance and repair
caused by its use of the Concessionaire Facility. Concessionaire shall be responsible for
compliance of any applicable laws to operate the business and to provide copies of the
operational licenses, permits and required inspection certificates to the Contract
Administrator and Director upon request.
2.8 FURNISHIINGS AND EQUIPMENT. The City has title to all items listed
in the Inventory attached hereto and incorporated herein as Exhibit "B", including the
kitchen equipment list. The Concessionaire may use such Inventory, free of any charge,
and the Concessionaire hereby accepts the use of such Inventory "as is" and "where is".
In the event that the City cannot deliver equipment reasonably suitable for
Concessionaire to operate, the City and Concessionaire shall do a walk thru and prepare a
punch list of those items in need of repair. Concessionaire shall perform the necessary
repairs with the City's prior approval of the repairs. The Concessionaire shall not remove
any of the Inventory from the Premises. The City shall replace the kitchen equipment and
furniture outlined in the Inventory assuming the replacement of such is not caused by any
negligence of the Concessionaire, its employees, agents or representatives. Prior to the
beginning of each Agreement Year, City and Concessionaire shall inspect the kitchen
equipment as more specifically identified and described in the Inventory and if by mutual
agreement they determine that replacement of the equipment is desirable or necessary,
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then the City shall, at its sole cost and expense, provide such replacements. All of the
above mentioned the City shall make replacements with reasonable diligence.
Concessionaire shall, at its sole cost and expense, be responsible for the nonnal
operation, cleaning, preventative maintenance, reasonable care and repair of all the
equipment and furnishings listed in the Inventory. Concessionaire shall submit a
preventative maintenance checklist ("Preventative Maintenance Checklist") as approved
by the Department of Public Facilities for the major Inventory items and components of
the Concession (the inclusive Inventory list of which shall be determined and provided to
the Concessionaire by the Department of Public Facilities within forty-five (45) days of
the Commencement Date). Such Preventative Maintenance Checklist for the major
components and service and repair logs of all the remaining Inventory items shall be
completed and submitted to the Director of the Department of Public Facilities
Department by March 31st, June 30t1' September 30th, December 31st of each
Concession Agreement Year and should additionally be made available to the
Department of Public Facilities staff upon demand. The Concessionaire shall replace or
repair, at its sole cost and expense, any of those items and any fixture or furnishing
provided by the City lost, damaged or destroyed due to the acts, omissions or negligence
of the Concessionaire or its agents or employees.
2.9 GARBAGE REMOVAL AND RECYCLING. The Concessionaire shall, at its
sole cost and expense, provide a sufficient number of trash and garbage receptacles
within the Concession Facility. The Concessionaire shall, at its sole cost and expense, be
responsible for the disposal and removal of such interior receptacles, trash and garbage
from the Areas utilizing acceptable recycling and environmental techniques and canisters.
All trash and garbage collected by the Concessionaire must be removed at the time of
collection and sent to areas designated by the Director. The City will provide dumpsters
and exterior dumpsters and garbage and trash receptacles for use by the Concessionaire
and its customers.
Upon implementation of a recycling program at the Premises, the
Concessionaire shall separate trash according to classification and send the same to areas
designated by Director at no cost to the City. Concessionaire understands that, all
recyclables are the property of the City. Employees handling hazardous wastes must be
trained in the handling of hazardous wastes. Concessionaire shall comply with City
policies for collection of paper, aluminum cans and any other products designated by the
Director.
2.10 UTILITIES. The City shall provide all utilities (electricity, water,
garbage/sewage) available in the Areas, except for HVAC, gas, telecommunications and
computer services and networking required for the Concessionaire's use of the
Concession Facility, which, if provided, shall be at Concessionaire's own cost and
expense .
The City reserves the right to interrupt, curtail or suspend the provision of any
utility service, including but not limited to, mechanical ventilation and equipment serving
the Premises, to which Concessionaire may be entitled hereunder when necessary by
reason of accident or emergency, or for repairs, alterations or improvements in the
judgment of City desirable or necessary to be made or due to difficulty in obtaining
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supplies or labor or for any other cause beyond the reasonable control of the City. The
work of such repairs, alterations or improvements shall be implemented with reasonable
diligence. The City shall in no respect be liable for any failure of the utility companies or
governmental authorities to supply utility service to Concessionaire or for any limitation
of supply resulting from governmental orders or directives. No diminution or abatement
of Use Fees or other charges, nor damages, shall be claimed by Concessionaire by reason
of the City's or other individual's interruption, curtailment or suspension of a utility
service, nor shall this Agreement or any of Concessionaire's obligations hereunder be
affected or reduced thereby.
2.11 CITY TO PROVIDE PARKING/RESTROOMS. The Concessionaire will
have access to use any available parking spaces and restrooins at the Aquatic Center for
use by its .customers and employees on a non-exclusive basis. Concessionaire shall
provide its management and employees with identification to facilitate their authorized
entry into the parking during their hours of employment. Concessionaire and its
employees shall comply with all established parking rules.
2.12 CITY ACCESS TO FACILITY. City and its authorized representative shall
have at all times access to Areas assigned to the Concessionaire. City will maintain a
complete set of keys to the Concession Facility. Concessionaire shall immediately
provide keys to the City for any new equipment or key changes. Key changes must be
approved in advance by the Director.
2.13 SAFETY. Concessionaire will allow City inspectors, agents or
representatives the ability to monitor its compliance with safety precautions as required
by federal, state or local laws, rules, regulations and ordinances. By performing these
inspections, the City, its agents, or representatives are not assuming any liability by virtue
of these laws, rules, regulations and ordinances. Concessionaire shall have no recourse
against the City, its agents or representatives from the occurrence, non-occurrence or
result of such inspection(s). Upon occupancy of the Areas, Concessionaire shall contact
the City's Risk Management Department to schedule the inspection(s).
2.14 PERFORMANCE REVIEW/INSPECTIONS.
2.14(a) PROBATION REVIEW. At the end of the first anniversary of
Concessionaire's occupancy and operation of the Concession Facility, City staff shall
perform a Probation Review ("Probation Review") of the Concessionaire's performance
under this Agreement, including overall quality of performance, customer service,
cleanliness, and maintenance of facility and timeliness of payments.
In addition to City's termination rights in Paragraphs 6.1 and 6.2 herein, if upon
completion of the Probation Review, it indicates poor or unsatisfactory performance in
the City's sole discretion, the City shall have the option to terminate this Agreement,
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without cure, upon providing Concessionaire fifteen (15) days written notice to vacate the
Premises.
2.14(b) PERFORMANCE REVIEW/INSPECTIONS. Subsequent to the preliminary
Probation Review, the Director or his designee will conduct Performance Reviews and
Inspections with the Concessionaire's Manager once yearly to review all aspects of
Concessionaire's performance and to examine the Concessionaire's maintenance of the
Areas. The Concessionaire shall present to City operational issues, improvements and
financial results and disclose any damages or repairs performed to the Premises.
2.15 CONDITION OF PREMISES. Concessionaire accepts the Areas in their
present condition and state of repair and without any representation by or on behalf of
City, and agrees that City, shall, under no circumstances, be liable for any latent, patent
or other defects in the Areas. No representations or warranties whatsoever are made as to
its condition, state or characteristics. EXPRESSED WARRANTIES AND IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE AND
HABITABILITY ARE HEREBY DISCLAIMED. IMPLIED WARRANTIES OF
MERCHANTABILITY AND/OR SUITABILITY ARE HEREBY DISCLAIMED.
No representation whatsoever is made as to any environmental , potable or surface
water, or soil matter or condition and the Premises are accepted in "AS IS"
condition .
Concessionaire represents that it has been afforded the opportunity and has the expertise,
or the resources necessary to engage others with the expertise, to fully inspect and
examine the condition of the Areas and Concessionaire has concluded that the existing
condition of the Areas is acceptable to Concessionaire and suitable for Concessionaire's
intended operations.
ARTICLE III
PERSONNEL
3.1 PERSONNEL. The Concessionaire shall, at its own expense, provide adequate
staff for the provision of the Services, trained in food and beverage handling.
Concessionaire's staff shall provide courteous, efficient and sanitary service to the
customers. Persons handling and vending products under this Agreement shall be clean
and free from any communicable disease. When informed that an employee of
Concessionaire has a condition which reveals that existence of an illness or
communicable disease or other condition which could affect the safe, sanitary or
healthful operation of the food and beverage service, Concessionaire will ensure that the
said employee undergo, by a licensed physician approved by the City, an examination
which would either verify or contradict the existence of the condition. If such condition is
verified, Concessionaire will not utilize the services of said employee for food handling
services until the condition of that employee returns to a healthful status as indicated in
writing and signed by the physician.
Concessionaire shall conform to such sanitation and food handling requirements
as may be prescribed by law and federal, state, and local health authorities. All
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Concessionaire employees engaged in handling food shall wear when on duty, distinctive
uniforms in color and design approved by the City and said uniforms shall be maintained
and laundered as necessary by Concessionaire at its sole cost and expense. Additionally,
employees engaged in food handling or vending shall also wear hairnets and disposable
sanitary gloves at all times. No person shall be allowed to cook, handle, sell or dispense
food at the Concession Facility unless he or she is wearing such uniform. The
Concessionaire shall, upon written notice from the City, immediately dismiss any
employee of the Concessionaire who shall be, in the sole discretion of the City,
objectionable and shall cause such person forthwith to leave the Premises.
The Concessionaire and its employees shall comply with all City rules and
regulations governing access to and conduct on City property. City agrees to furnish the
Concessionaire's personnel with identification required for entrance to or exit from the
Premises during normal work hours. Concessionaire shall immediately give notice to the
Director of any employee no longer performing services on behalf of Concessionaire
pursuant to this Agreement. Concessionaire shall return any and all identification media
of any such personnel to the Director within one (1) day following the day that the
Director is notified as provided in this paragraph. Concessionaire must further
immediately return all identification media to Director upon the expiration or earlier
termination of this Agreement.
Concessionaire's employees may be subject to a background investigation by the
City at the Concessionaire's sole cost and expense. Concessionaire agrees that it shall not
employ any person to work in the Premises who cannot satisfy said background
investigation.
3.2 CONCESSIONAIRE MANAGER. Concessionaire shall have one full-time
manager (Concessionaire's Manager) responsible for all food service functions at the
Premises as specified in this Agreement. The Concessionaire Manager shall be on -site
during all hours the Concession Facility is open. The Concessionaire's Manager must
have a minimum of three consecutive years within the last five years of experience in a
similar operation with comparable responsibilities. The Concessionaire's Manager will
have education and/or experience in food service with particular emphasis upon effective
financial controls and merchandising techniques.
3.3 PERSONNEL TRAINING. The Concessionaire shall recruit, train, supervise,
direct, discipline and if necessary, discharge any and all personnel working in the Food
and Beverage Service facilities employed by the Concessionaire. The Concessionaire
shall have adequately trained personnel to maintain a high quality of food and beverage
services as required by the City. Concessionaire shall ensure that critical positions (those
that are necessary to open and operate the Concession Facility) will have adequate back-
up employees to call in to cover for absenteeism. Concessionaire shall require employees
to comply with all instructions, rules and regulations of the City. Concessionaire's
employees must comply with City's no smoking policy.
3.4 LABOR RELATIONS. Concessionaire shall be responsible for its own
labor relations with any trade or union representative among its employees and shall
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negotiate and be responsible for adjusting all of the disputes between itself and its
employees or any union representing such employees.
Whenever Concessionaire . has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of the food and beverage
services called for under this Agreement, Concessionaire shall immediately contact the
Director by phone or pager and provide a written follow-up notice of the dispute.
Concessionaire shall continue to provide services under the Agreement in the
event of strikes and other labor disturbances.
ARTICLE IV
TERM
4.1 TERM. • The teiui of this Agreement shall be for a period of three (3) years
from the Commencement Date unless sooner terminated as provided herein (the "Teini").
This Agreement may be extended by the City for two (2) additional one (1) year periods
upon the same terms and conditions contained herein (the "Additional Terms").
In order to exercise each extension, Concessionaire must deliver written notice of
its intent to extend the Agreement to the City three (3) months in advance of expiration of
the Term or Additional Term, as applicable, but no earlier than six (6) months prior to the
expiration of the Tenn or Additional Tenn. Upon receipt of such notice, City shall
conduct an audit of Concessionaire's compliance with the provisions of this Agreement
and notify Concessionaire within forty-five (45) days from receipt of the request of its
intent to grant or deny the request for extension. Before extending the Agreement, the
City reserves the right to review the income statement for the most recent year's
operation and make mutually agreed upon revisions in the financial arrangements. The
City Manager has the right to extend this Agreement for the additional terms stated in the
Agreement.
4.2 HOLDING OVER. If Concessionaire shall be occupying and using the
Concession Facility and operating and/or providing catering for city -sponsored or non -
city events and functions, vending machines and mobile vending carts or kiosks, if any,
after the Termination Date or after the termination of any of the Additional Terms, with
the expressed or implied consent of the City, the use granted under this Agreement shall
become one from month -to -month terminable by either party on thirty (30) days prior
written notice. Such occupancy shall be subject to all teiurs, conditions, provisions and
obligations of this Agreement including the payment of all existing fees and charges,
taxes, assessments as detailed in Section 10.1 herein. The provisions of Section 4.2 shall
be in addition to any liability Concessionaire may have to City in respect of its holdover.
In the event that Concessionaire fails to peacefully surrender the Premises at the
expiration of the 30-day notice period required above for cancellation of this Agreement,
then the City shall, in addition to all other remedies, be entitled to collect from
Concessionaire, and Concessionaire shall pay to the City a fifty percent (50%) increase to
the Concession Fee ("Increased Fee") then in effect. Acceptance of the Increased Fee by
City shall, in no event, constitute a waiver of the City's rights under this Agreement and
shall not prevent the City from pursuing all other remedies to which is entitled including
but not limited to the right to seek injunctive relief to eject Concessionaire from the
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Premises. Concessionaire shall also reimburse the City for and indemnify the City
against all damages incurred by the City from any delay by Concessionaire in vacating
the Premises.
ARTICLE V
PAYMENTS
5.1 CONCESSION FEE. Commencing on effective date of this Agreement
("Commencement Date") and on or before the 10th day of each calendar month thereafter
during the Term, Concessionaire agrees to pay the City a Minimum Monthly Use Fee
("Minimum Monthly Use Fee') of $2,500.00 for each calendar month or a prorated
portion of such Minimum Monthly Use Fee for partial occupancy of the concession along
with a Percentage Fee (the "Percentage Fee") in an amount equal to the following:
(i) Twenty -One percent (21%) of Gross Revenues generated from Concession Facility
services during the preceding month;
(ii) Twenty -One percent (21%) of Gross Revenues generated from catering of city -
sponsored and non -city events and functions during the preceding month.
(iii)Twenty-One percent (21 %) of Gross Revenues generated from mobile vending carts
or kiosks and vending machines, if any, during the preceding month.
(iv)The Concessionaire further agrees to contribute the sum of $2,500 annually,
separately, distinctly and independently of any other payment to the City to be used for
media advertizing promoting Grapeland Aquatic Park , which advertizing shall comply
with all applicable laws and be subject to the written approval of the City Parks Director.
This payment will be due as an Additional Fee before the close of each calendar year
that this Agreement is in effect.
The Concession Fee together with the payment of Percentage Fee, and, in
any event, within ten (10) days after the end of each calendar month, Concessionaire shall
deliver to City a written Gross Revenue Report of revenues generated during the
preceding calendar month, on forms approved by City, as attached herewith and
incorporated herewith as Exhibit "F." This report shall be signed by Concessionaire
certifying to the accuracy of such Gross Revenues.
5.2 ADDITIONAL FEES. In addition to the Concession Fee under Section
5.1, all other payments or charges payable by Concessionaire, however denoted, are
called "Additional Fees". Unless this Agreement provides otherwise, all Additional Fees
shall be paid with the next installment of the Concession Fee.
5.3 RETURNED CHECK FEE. In the event any check is returned to the City as
uncollectible, the Concessionaire shall pay to City a returned check fee (the "Returned
Check Fee") based on the following schedule:
Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
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$50.01 - 300.00
$300.01 - 800.00
OVER $800
$30.00
$40.00
5% of the returned amount.
The Returned Check Fee shall constitute Additional Fees due and payable, to City
by Concessionaire, upon the date of payment of the delinquent payment referenced
above. Acceptance of Returned Check Fee by City shall, in no event, constitute a waiver
of Concessionaire violations with respect to such overdue amount nor prevent City from
the pursuit of any remedy to which City may otherwise be entitled.
5.4 LATE FEE. In the event any installment of the Monthly Fee is not received by
City on or before the fifteenth day of the month, Concessionaire shall pay the City a late
charge of five percent (5%) of the amount due. Such late fee shall constitute Additional
Fees due and payable to City by Concessionaire upon the date of payment of the
delinquent payment referenced above. Acceptance of such late charge by City shall, in
no event, constitute a waiver of Concessionaire's violations with respect to such overdue
amount nor prevent City from the pursuit of any remedy to which City may otherwise be
entitled.
5.5 OVERPAYMENT AND UNDERPAYMENT. In the event that the
Concessionaire can demonstrate, in accordance with generally acceptable accounting
principles, that it has made an overpayment in the Concession Fee in remitting the sum
due in accordance with Section 5.1 of this Agreement, such overpayment shall be
refunded promptly to the Concessionaire exclusive of interest thereon, but if the
Concessionaire has made an underpayment in the Concession Fee then said
underpayment shall be paid to the City with interest thereon at five percent (5%) per
annum from the date that it was originally due until it is paid.
Intentionally Left Blank
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ARTICLE VI
TERMINATION OF AGREEMENT
6.1 TERMINATION BY CITY FOR CAUSE. In the event the
Concessionaire defaults or fails to observe the terms and conditions of this Agreement in
any material aspect, City shall have the right to do any one of the following:
A) Give Concessionaire notice of the default, specify required corrective
action, and the tune period within which corrective action is required to avoid immediate
termination of this Agreement;
B) Give Concessionaire thirty (30) days written notice of its intention to
terminate this Agreement for cause. Thirty (30) days thereafter, this Agreement and
Concessionaire's occupation of the Premises will end regardless of any corrective action
by Concessionaire; and/or
C) Immediately terminate this Agreement, if in the sole discretion of the City,
the default or failure to observe terms and conditions is so egregious as to warrant
immediate termination. Upon such termination, Concessionaire's rights to occupy the
Premises will end forthwith.
6.2 TERMINATION BY CITY WITHOUT CAUSE. The City shall have the
right to terminate this Agreement at its sole option, for any reason or no whatsoever( also
known as "termination for convenience") , upon at least forty-five (45) days written
notice to the Concessionaire. Upon such teunination, the occupancy of the Premises will
end and Concessionaire agrees to waive any claims for damages, including loss of
anticipated fees and profits. Concessionaire shall have no recourse from such termination.
6.3 TERMINATION BY CONCESSIONAIRE WITHOUT CAUSE.
Concessionaire may terminate this Agreement at its sole option, for any reason
whatsoever, upon at least ninety (90) days written notice to the City. Upon such
termination, the Concessionaire's right to occupy and use the Premises will end and
Concessionaire agrees to waive any claims for damages, including loss of anticipated fees
and profits. The City will be entitled to pursue payment of any payments due the City
from the Concessionaire under the Agreement.
6.4 TERMINATION BY CONCESSIONAIRE WITH CAUSE. In the event
the City defaults or fails to observe the terms and conditions of this Agreement in any
material aspect, Concessionaire shall have the right to tenninate the Agreement after
notifying City in writing of the action required to correct the problem and giving City
thirty (30) days from receipt of said notice to correct the problem.
6.5 SURRENDER OF CONCESSION OF PREMISES. At the expiration of
the term or earlier termination of this Agreement, Concessionaire shall promptly
surrender possession and shall deliver to the City all keys that it has to any part of the
Concession Facility or the Premises. The Concessionaire shall return all facilities,
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equipment and other items furnished by City in the condition in which received,
reasonable wear and tear excepted.
Additionally, at the expiration of the term or earlier termination of this
Agreement, if the City desires, it may purchase all or any part of the movable personal
property owned by the Concessionaire under this Agreement at prices equal to the lower
of either the depreciated cost or fair market value. This provision shall not apply to
fixtures, which become part of the Concession Facility and are owned by the City under
Section 12.1 hereof.
Concessionaire will be responsible for all losses and damages to the Concession
Facility, the Premises and/or Inventory resulting from its default, failure or negligence
during the term of this Agreement. If within thirty (30) days of termination of this
Agreement the City determines that any part of the Concession Facility, the Premises
and/or Inventory are damaged or missing as applicable, and that such condition was not
readily evident at the time of Concessionaire surrendered possession of the Concession
Facility, City reserves the right to have Concessionaire pay for the repairs to said
damaged facilities and/or repair or replacement of said equipment as applicable. This
clause shall survive the expiration of this Agreement.
ARTICLE VH
HAZARDOUS MATERIALS
7.1 ENVIRONMENTAL WARRANTY. Concessionaire shall, at its sole cost
and expense, at all times and in all respects comply with all federal, state and local laws,
statutes, ordinances and regulations, rules, rulings, policies, orders and administrative
actions ("Hazardous Materials Laws"), including, without limitation, any Hazardous
Materials Laws relating to industrial hygiene, environmental protection or the use,
storage, disposal or transportation of any flammable explosives, toxic substances or other
hazardous, contaminated or polluting materials, substances or wastes, including, without
limitation, any "Hazardous Substances," "Hazardous Wastes," "Hazardous Materials" or
"Toxic Substances," under any such laws, ordinances or regulations (collectively
"Hazardous Materials"). Concessionaire shall, at its sole cost and expense, procure,
maintain in effect and comply with all conditions of any and all permits, licenses and
other governmental and regulatory approvals relating to the presence of Hazardous
Materials within, on, under or about the Premises required for Concessionaire's use of
any Hazardous Materials in or about the Premises in conformity with all applicable
Hazardous Materials Laws and prudent industry practices regarding management of such
Hazardous Materials. City recognizes and agrees that Concessionaire may use materials
in normal quantities that are applicable to the use of the Premises for the purposes stated
herein and that such use by Concessionaire shall not be deemed a violation of this
Section, so long as the levels are not in violation of any Hazardous Materials Laws.
Upon termination or expiration of this Agreement, Concessionaire shall, at its sole cost
and expense, cause all Hazardous Materials, including their storage devices, placed in or
about the Premises by Concessionaire or at Concessionaire's direction to be removed
from the Premises and transported for use, storage or disposal in accordance and
compliance with all applicable Hazardous Materials Laws. City acknowledges that it is
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not the intent of this Article VII to prohibit Concessionaire from operating in the
Premises for the use described in Section 2.1. Concessionaire may operate according to
the custom of the industry so long as the use or presence of Hazardous Materials is
strictly and properly monitored according to all applicable governmental requirements.
7.2 INDEMNIFICATION. Concessionaire shall indemnify, protect, defend and
hold City , its officials and employees, free and harmless from and against any and all
claims, liabilities, penalties, forfeitures, losses and expenses (including attorneys' fees) or
death of or injury to any person or damage to any property whatsoever, arising from or
caused in whole or in part, directly or indirectly, by the presence in or about the Premises
of any Hazardous Materials placed in or about the Premises by Concessionaire or at
Concessionaire's direction or used by Concessionaire or by Concessionaire's failure to
comply with any Hazardous Materials Law or in connection with any removal,
remediation, cleanup, restoration and materials required hereunder to return the Premises
and any other property of whatever nature to their condition existing prior to the
appearance of the Hazardous Materials, even if it is alleged that the City, its officials
and/or employees were negligent, unless such injuries or damages are ultimately proven
to be the result of gross negligent or willful acts or omissions on the part of the City, its
officials and/or employees..
7.3 DISCLOSURE, WARNING AND NOTICE OBLIGATIONS.
Concessionaire shall comply with all laws, ordinances and regulations in the State of
Florida regarding the disclosure of the presence or danger of Hazardous Materials.
Concessionaire acknowledges and agrees that all reporting and warning obligations
required under the Hazardous Materials Laws are the sole responsibility of
Concessionaire, whether or not such Hazardous Materials Laws permit or require the City
to provide such reporting or warning, and Concessionaire shall be solely responsible for
complying with Hazardous Materials Laws regarding the disclosure of, the presence or
danger of Hazardous Materials. Concessionaire shall immediately notify City, in writing,
of any complaints, notices, warning, reports or asserted violations of which
Concessionaire becomes aware relating to Hazardous Materials on or about the Premises.
Concessionaire shall also immediately notify City if Concessionaire knows or has reason
to believe a complaint, notice, warning, report or violation will be released on or about
the Premises.
Notwithstanding the above, Concessionaire must submit a list to Director of all
chemical products (soaps, glass cleaners, detergents, degreasers, etc.) it proposes to use in
its operations. Such list shall be accompanied by a Material Safety Data Sheet for each
product. It shall be the responsibility of Concessionaire to keep the list updated as
products are added or deleted and shall provide new or updated Material Safety Data
Sheets as conditions warrant. City reserves the right to require any product to be deleted
from such list if, in the sole opinion of the City, such product is causing damage to the
Premises or is unsafe.
7.4 SURVIVAL OF CONCESSIONAIRE'S OBLIGATION. The respective
rights and obligations of City and Concessionaire under this Article VII shall survive the
expiration or -earlier termination of this Agreement.
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ARTICLE VIII
SECURITY DEPOSIT
8.1 SECURITY DEPOSIT. Simultaneously with the execution of this
Agreement by Concessionaire, Concessionaire shall deposit with City the total sum of
$5,000.00 as a security deposit (the "Security"). The Security shall be security for the
payment and performance by Concessionaire of all of Concessionaire's obligations,
covenants, conditions, and agreements under this Agreement, including the maintenance
of the Areas and Inventory.
The Concessionaire shall pay the Security to the City as guarantee for the full and
faithful performance by Licensee of all obligations of Licensee under this Agreement or
in connection with this Agreement. The Security shall be made by separate check and not
included in the check for payment of the Use Fee. The check shall be labeled "Security
Deposit" and shall be made payable to the City of Miami and sent to c/o Finance
Director, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Attention: Treasury
Management/Receipts.
City shall have the right, but shall not be obligated, to apply all or any portion of
the Security to cure any default, in which event, Concessionaire shall promptly deposit
with City the amount necessary to restore the Security to its original amount. The
Security shall not be deemed liquidated damages and application of the Security to
reduce City's damages, shall not preclude City from recovering from Concessionaire all
additional damages incurred by City.
If Concessionaire fully and faithfully complies with all of the terms, provisions
and conditions of the Agreement, the Security shall be returned to Concessionaire
without interest within ninety (90) days after the following occurs: (i) the expiration of
the Agreement tern, as may be extended pursuant to the provisions of this Agreement,
and (ii) Concessionaire's delivery to City of the entire Premises in the same condition or
better than existed on the Commencement Date, ordinary wear and tear excepted.
Upon termination of this Agreement by either party, if Concessionaire fails to pay
within ten (10) days after the date of said termination the cost of repair or replacement of
equipment or furnishings which are necessitated by the neglect, negligence or intentional
misconduct of Concessionaire, then said failure shall be a breach of this Agreement and
the costs of such repairs shall be payable out of said Security.
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ARTICLE IX
ABANDONMENT
9.1 ABANDONMENT. If Concessionaire shall vacate or abandon the Concession
Facility during the Term or Additional Terms of this Agreement for a period of two (2)
consecutive workdays, the City, at its option and without serving notice elsewhere
required in this Agreement, may:
(i) take immediate possession of the Concession Facility for the remainder of the
Term or Additional Term, and contract with another person or corporation for the
provision of food and beverage services at the Concession Facility. In such event the
Concessionaire shall remain liable for all obligations under this Agreement.
OR
(ii) immediately cancel this Agreement.
ARTICLE X
SPECIAL ASSESSMENTS OR TAXES
10.1 CONCESSIONAIRE TO PAY. During the tern hereof, Concessionaire
covenants and agrees to pay before delinquency all municipal, county or state taxes
assessed against any occupancy interest or personal property of any .kind, owned by or
placed in, upon or about the Premises by Concessionaire. In the event Concessionaire
appeals a tax, Concessionaire shall immediately notify City of its intention to appeal said
tax and shall furnish and keep in effect a surety bond of a responsible and substantial
surety company reasonably acceptable to City or other security reasonably satisfactory to
City in an amount sufficient to pay one hundred percent of the contested tax with all
interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred
in connection with it.
ARTICLE XI
RECORDS AND AUDITING
11.1 RECORDS OF SALES. During the term of this Agreement and any extension
thereto, Concessionaire shall maintain and keep, or cause to be maintained and kept at the
Premises or such other location in Miami to be approved by Contract Administrator, a
full, complete and accurate record and account of all Gross Revenues arising or accruing
by virtue of its operations conducted at or from the Premises, for each day of the term and
-all extensions thereof. All records and accounts including sales slips (which will be
serially numbered), cash register tapes, bank statements or duplicate deposit slips, mail
orders, telephone orders, settlement report sheet of transactions with subcontractors' and
Concessionaire's, income and sales tax retums and all other supporting records, shall be
available for in p �t;r,t, ar,ri audit --and its duly —authorized —agents or
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representatives during the hours of 9:00 AM to 5:00 PM, Monday through Friday, and
shall be in accordance with generally accepted accounting procedures. Concessionaire
must provide point of sale machines or such other cash registers or accounting control
equipment deemed reasonably necessary and consented to by the Contract Administrator,
for proper control of cash and payments whether such transaction is a cash or credit
transaction.
Concessionaire shall keep and preserve, or cause to be kept and preserved, said
records for not less than sixty (60) months after the payment of the Concession Fee due
under the terms hereof for any given Concession Year. For the same period of time,
Concessionaire shall also retain copies of all sales and tax returns covering its operations
at the Premises, and any other governmental tax or other returns, which show
Concessionaire's sales therein, and shall, upon demand, deliver photographic copies
thereof to the City at no cost. The Concessionaire will cooperate with the City's internal
auditors (or such other auditors designated by City) in order to facilitate the City's
examination of records and accounts.
Concessionaire shall acknowledge that said records as listed above may also be
subject to inspection by the federal Internal Revenue Service (IRS) on an as needed basis
due to bond funding provided to the Aquatic Center.
11.2 AUDITS. Commencing within sixty (60) days after the end of each Fiscal Year
for the Concessionaire, Concessionaire shall deliver or cause to be delivered to the City
of Miami, Department of Public Facilities, Asset Management Division, 444 S.W. 2nd
Avenue, 3rd Floor, Miami, FL 33130, a audited financial statement for the Agreement
Year, prepared and certified by an independent Certified Public Accountant (CPA)
employed at the Concessionaire's sole cost and expense. Said C.P.A. shall certify that he
made a complete examination of the books, state sales tax returns, and federal income tax
returns of the Concessionaire and that the financial statement is prepared in accordance
with generally accepted accounting principles and practices and represents the Gross
Revenues, or other revenues, if any, and expenses of the Concessionaire for the period
indicated therein.
With each financial statement, Concessionaire shall pay to City any unpaid
balance of the Concession Fee, if any, and City shall refund any overpayments, if any.
Such underpayment or overpayment shall be paid as set forth in Section 5.5 Overpayment
and Underpayment. In the event the Concessionaire fails to prepare or deliver any
required audited financial statement to the City within the time set forth above, the City,
upon fifteen (15) days written notice to Concessionaire, may elect to exercise either or
both of the following remedies:
(i) To treat, as a default of this Agreement, any such omission continuing
after thirty (30) days notice thus entitling the City, without further notice, to exercise its
right to cancel this Agreement and resort to other legal remedies; and/or
(ii) To cause an audit and/or accounting, pursuant to the provisions of this
Agreement to be made at the sole cost and expense of Concessionaire. Concessionaire
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shall pay the full cost of such audit within ten (10) days of receipt of an invoice
indicating the cost of such audit.
Notwithstanding the above, at its option, City may cause, at any time within sixty
(60) months of receipt of any Concession Fee furnished by Concessionaire, a complete
audit to be made of Concessionaire's business affairs, records, files, sales slips and sales
tax records in corinection with Concessionaire's sales on, from or related to the Premises
for the period covered by any such statement furnished by Concessionaire. If such audit
shall disclose an underpayment of fees, Concessionaire shall pay City any unpaid balance
within thirty (30) days of receipt of notice from City that such balance is due. If such
audit shall disclose an overpayment, City shall refund such to Concessionaire. Such
underpayment or overpayment shall be paid as set forth in Section 5.5 overpayment and
underpayment.
Concessionaire shall allow the City or the auditors of the City to inspect all or any
part of the compilation procedures for the aforesaid monthly reports. Said inspection
shall be reasonable and is at the sole discretion of the City. Records shall be available
Monday through Friday, inclusive, between the hours of 8:00 AM and 5:00 PM at the
Premises or at such other location in Miami, which may be approved by the Contract
Administrator.
The acceptance by City of payments of the Concession Fee shall be without
prejudice to City's right to conduct an examination of Concessionaire's books and records
of its Gross Revenues and inventories of merchandise on or for the Premises in order to
verify the amount of annual Gross Revenues made by Concessionaire in and from the
Premises.
The Concessionaire shall further be subject to periodic, unannounced operational
audits of the services by a representative of the City. Such audits shall include a review
of the following:
Service quality, attentiveness, courteousness, etc
Food/Beverage quality, quantity, presentation, merchandising
Sanitation practices and conditions
Personnel appearance
Training program techniques, schedules and records
Operation performance from a financial perspective
Other related operational conditions and/or practices
City shall prepare a report as a result of the operational audit notifying the
Concessionaire of conditions needing correction or improvement.
ARTICLE XII
ALTERATIONS AND IMPROVEMENTS
12.1 ALTERATIONS AND IMPROVEMENTS. Concessionaire shall not make
or permit to be made any construction, repairs, alterations, additions, partitions or
s to the Coucessiuu Facility (hereinafter collecfrely called "Alterations") without
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the prior written consent of the City Manager or his/her designee. If Director grants
consent:
(i) the Alterations shall be performed in a good and workmanlike manner in
accordance with all applicable Federal, State and local statutes, laws, ordinances and
regulations, as they presently exist and as they may be amended hereafter.
(ii) all Alterations shall be provided at Concessionaire's sole cost and
expense.
(iii) Concessionaire shall pay for and obtain the necessary and applicable
permits in compliance with all Federal, State and local laws, rules and regulations in
connection with any Alteration made by Concessionaire to the Premises.
(iv) Alterations (other than movable trade fixtures, which can be removed
without injury to the Concession Facility) shall at once become a part of the Premises, the
property of the City and shall be included in the Inventory.
Concessionaire shall have the right to remove any movable personal property and
trade fixtures that it places in or at the Premises. If any part of the Premises is in any way
damaged by the removal of such items, said damage shall be repaired by Concessionaire
at its sole cost and expense. Should Concessionaire fail to repair any damage caused to
the Premises within ten (10) days after receipt of written notice from City directing the
required repairs, City shall cause the Premises to be repaired at the sole cost and expense
of Concessionaire. Concessionaire shall pay City the full cost of such repairs within ten
(10) days of receipt of an invoice indicating the cost of such required repairs. Failure to
pay such invoice shall be sufficient cause to terminate this Agreement as provided in
Section 6.1 herein. Notwithstanding the above, this Agreement may be terminated due to
Concessionaire's failure to repair the Premises as directed without the necessity of City
repairing the Premises.
12.2 LIENS AND ENCUMBRANCES. The Concessionaire shall keep the Premises
free and clear of any liens and encumbrances. Nothing in this Agreement shall be
construed as constituting the consent or request of the City, expressed or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or material man for the
performance of any labor or the furnishing of any materials for any specific alteration, or
repair of or to the Premises nor as giving the Concessionaire the right, power or authority
to contract for or permit the rendering of any services or the furnishing of any materials
that would give rise to the filing of any mechanics liens or other encumbrance against the
City's interest in the Premises.
If any lien shall at any time be filed against the Premises as a result of any
- Alteration undertaken -by Concessionaire, the Concessionaire shall cause it to be
discharged of record within ten (10) days after the date the Concessionaire has
knowledge of its filing. If the Concessionaire shall fail to discharge a lien within that
period, then in addition to any other right or remedy, the City may, but shall not obligated
to, discharge the lien either by paying the amount claimed to be due or by procuring the
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discharge of the lien by deposit in court of bonding or in the event the City shall be
entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the
lien by the lien or and to pay the amount of the judgment, if any, in favor of the lien or
with interest, costs and allowances with the understanding that all amounts paid by the
City shall constitute Additional Fees due and payable under this Agreement and shall be
repaid to the City by the Concessionaire immediately upon rendition of an invoice or bill
by the City. The Concessionaire shall not be required to pay or discharge any lien so
long as the Concessionaire shall in good faith proceed to contest the lien by appropriate
proceedings and if the Concessionaire shall have given notice in writing to the City of its
intention to contest the validity of the lien and shall furnish and keep in effect a surety
bond of a responsible and substantial surety company reasonably acceptable to City or
other security reasonably satisfactory to City in an amount sufficient to pay one hundred
ten percent (110%) of the amount of the contested lien claim with all interest on it and
costs and expenses, including reasonable attorneys' fees, to be incurred in connection
with it.
ARTICLE XIII
INDEMNIFICATION AND INSURANCE
13.1 INDEMNIFICATION AND HOLD HARMLESS. Concessionaire shall
indemnify, protect, defend and hold harmless the City, its officials and employees, from
and against any and all claims, suits, actions, damages or causes of action of whatever
nature arising out of the use or operation of the Concession Facility and the Premises by
Concessionaire, its agents, contractors, employees or servants, whether such claim shall
be made by an employee of Concessionaire, an employee of the City , and defend the
City, its officials and/or employees against, any civil actions, statutory or similar claims,
injuries or damages arising or resulting from the Agreement work, even if it is alleged
that the City, its officials and/or employees were negligent, unless such injuries or
damages are ultimately proven to be the result of grossly negligent or willful acts or
omissions on the part of the City, its officials and/or employees. or by any third party,
and whether it relates to injury to persons (including death) or damage to property_even if
it is alleged that the City, its officials and/or employees were negligent, unless such
injuries or damages are ultimately proven to be the result of gross negligent or willful
acts or omissions on the part of the City, its officials and/or employees. Concessionaire
shall at its own cost and expense pay and satisfy all costs related to any orders, judgments
or decrees which may be entered thereon, and from and against all costs, attorneys' fees,
expenses and liabilities incurred in and about the defense of any such claims and the
investigation thereof. Concessionaire shall further indemnify, defend, protect and hold
City harmless from and against any and all claims arising from any breach or default in
performance of any obligation of Concessionaire's part to be performed under the terns
of this Agreement, or arising from any act, neglect, fault or omission of Concessionaire
or its agents; contractors,- employees and servants and from and against all costs,
attorneys' fees, expenses and liability incurred in connection with such claim or any
action or proceeding brought thereon. In case any action or proceeding shall be brought
against City, its officials and/or employees by reason of any claim, Concessionaire upon
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notice from City shall defend the same at Concessionaire's expense by counsel approved
in writing by City. City reserves the right to defend itself.
Concessionaire shall immediately notify City, in writing, of any claim or action
filed, of whatever nature, arising out of the use or operation of the Areas by
Concessionaire, its agents, contractors, employees or servants. Concessionaire shall also
immediately notify City if Concessionaire knows or has reason to believe a claim or
action will be filed, of whatever nature, arising out of the use or operation of the
Concession Facility or Areas by Concessionaire, its agents, contractors, employees or
servants.
13.2 INSURANCE.
In connection herewith, Concessionaire shall obtain and maintain or cause to
obtained and maintained throughout the term of this Agreement, the types and amounts of
insurance coverage set forth in Exhibit "G," attached hereto and incorporated herein by
this reference.
The City reserves the right to reasonably amend the insurance requirements by the
issuance of a notice in writing to Concessionaire. The Concessionaire shall provide any
other insurance or security reasonably required by the City.
The Concessionaire shall provide any other insurance or security required by the
City. The policy or policies of insurance required shall be so written that the policy or
policies may not be canceled or materially changed without thirty (30) days advance
written notice to City. Said notice should be delivered to the City of Miami, Department
of Risk Management, 444 S.W. 2nd Avenue, 9th floor, Miami, Florida 33130 with copy to
City of Miami, Department of Public Facilities /Asset Management Division, 444 S.W.
2nd Avenue, Suite 325, Miami, FL 33130.
A current Evidence of Insurance and Policy of Insurance evidencing the aforesaid
required insurance coverage shall be supplied to the Department of Public Facilities/
Asset Management Division at the commencement of the term of this Agreement and a
new Evidence and Policy shall be supplied at least twenty (20) days prior to the
expiration of each such policy.
Receipt of any documentation of insurance by the City or by any of its
representatives, which indicates less coverage than required does not constitute a waiver
of the Concessionaire's obligation to fulfill the insurance requirements herein. In the
event Concessionaire shall fail to procure and place such insurance, the City may, but
shall not be obligated to, procure and place same, in which event the amount of the
premium paid shall be paid by Concessionaire to the City as Additional Fees upon
demand and shall in each instance be collectible on the first day of the month or any
subsequent month following the date of payment by the City. Failure to pay such amount
within -the time -frame -provided -shall -be -sufficient -cause to terminate this Agreement as
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provided in Section 6.1 hereof. Concessionaire's failure to procure insurance shall in no
way release Concessionaire from its obligations and responsibilities as provided herein.
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ARTICLE XIV
DAMAGE OR LOSS TO CONCESSIONAIRE'S PROPERTY
14.1. RISK OF LOSS. City shall not be liable for injury or damage to the property
or merchandise of the Concessionaire or its employee's, invitees, customers occurring in
or about the Areas caused by or resulting from anyone or any peril whatsoever which
may affect the Areas, including, without limitation, fire, steam, electricity, gas, water,
rain, vandalism or theft which may leak or flow from or into any part of the Premises, or
from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures of the Areas, or from hurricane
or any act of God or any act of negligence of any user of the facilities or occupants of the
Areas or any person whomsoever, whether such damage or injury results from conditions
arising upon the Areas or upon other portions of the Areas or from other sources.
14.2 NOTICE OF DAMAGES OR INJURIES. The Concessionaire shall give City
prompt written notice of any fire, damage or injury occurring in the Areas.
14.3. VANDALISM AND THEFTS. Where vandalism or theft occurs to
Concessionaire's machines, equipment or operation, it shall be the sole responsibility and
liability of Concessionaire to insure, repair or replace damaged or stolen equipment at
Concessionaire's expense within forty-eight (48) hours. All vandalism shall be reported
to the Director immediately upon discovery.
14.4. THEE "I AND LOSS LIABILITY. City will not be responsible for any of
Concessionaire's losses or thefts, and any such losses must be borne solely by the
Concessionaire out of its own funds they may not be used to diminish or be absorbed by
payment due the City.
ARTICLE XV
ASSIGNMENT AND SUBCONTRACTING
15.1 ASSIGNMENT. Concessionaire shall not: (1) assign, sell, give, or
otherwise transfer this Agreement, in whole or in part; (2) subcontract the Concession
Facility operations, in whole or in part; (3) subcontract any other listed responsibilities, or
any part hereof; or (4) permit any third party or parties other than Concessionaire, its
authorized agents and employees, to occupy or use the Premises, or portion thereof
(hereinafter individually and collectively referred to as a "Subcontract") without prior
review and written consent of the City Manager, which consent may be conditioned or
withheld for any or no reason, including, but not limited to additional financial
consideration. Any assignment, transfer or subcontract in violation of this Agreement or
without the written approval of the City Manager shall be void and have no binding effect
upon City. If any portion of the work or services, which have been subcontracted by the
Concessionaire, is not executed in accordance with this Agreement, the Subcontractor
shall be replaced on request of the City Manager. No Subcontract entered into by the
Concessionaire_shall.relieve_the_Concessionaire of any of its liabilities and obligations.
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It is agreed that all terms and conditions of this Agreement shall extend to and be
binding on all Subcontractors as may be approved by the City Manager. Concessionaire
shall be liable for acts and omissions by any Subcontractor affecting this Agreement.
City reserves the right to directly terminate any Subcontractor for any cause for which
Concessionaire may be terminated.
15.2 PROCEDURE FOR SUBCONTRACT. Should Concessionaire desire to make
a Subcontract hereunder, Concessionaire shall give written notice of its intention to do so
to the City Manager at least sixty (60) days prior to the effective date of any such
proposed Subcontract, specifying in such notice the nature of such proposed Subcontract
and the proposed date thereof and specifically identifying the proposed Subcontractor.
Such notice shall be accompanied by a copy of the proposed Subcontract Agreement, and
any other documents or financial information (including without limitation, three years
audited financial statements) City may require in order to make a determination as to the
suitability of the Subcontractor. City shall, within thirty (30) days after its receipt of such
notice of a proposed Subcontract from Concessionaire, either (i) withhold consent to the
Subcontract or (ii) consent to such Subcontract subject to the terns and conditions
provided for in this Article. Concessionaire acknowledges and agrees that the imposition
of the conditions described in this Article 15 as a condition of Concessionaire's consent is
reasonable.
ARTICLE XVI
SIGNAGE AND ADVERTISING
16.1 SIGNAGE AND ADVERTISING. Concessionaire shall not permit any signs or
advertising matter to be placed on any portion of the Areas and/or Premises except with
prior written approval of the Director. Concessionaire shall, at its sole cost and expense,
install, provide, maintain such sign, decoration, advertising matter or other things as may
be permitted hereunder in good condition and repair at all times. Concessionaire must
further obtain approval from all governmental authorities having jurisdiction, and must
comply with all applicable requirements set forth in the City of Miami Code and Zoning
Ordinance. Upon the expiration or earlier termination of this Agreement, Concessionaire
shall, at its sole cost and expense, remove any sign, decoration, advertising matter or
other thing permitted hereunder from the Areas and/or Premises. If any part of the Areas
and/or Premises is in any way damaged by the removal of such items, said damage shall
be repaired by Concessionaire at its sole cost and expense. Should Concessionaire fail to
repair any damage caused to the Areas and/or Premises within ten (10) days after receipt
of written notice from City directing the required repairs, City shall cause the Areas
and/or Premises to be repaired at the sole cost and expense of Concessionaire.
Concessionaire shall pay City the full cost of such repairs within ten (10) days of receipt
_of an invoice indicating the cost of such required repairs.
During the Term or Additional Term of this Agreement, Concessionaire shall
contribute $2,500.00 annually of its funds to a newspaper, magazine or other media that
shall be used for advertising initiatives of the Grapeland Aquatic Center. The purpose of
this advertising shall be to increase participation of the general public and promote the
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program activities of the Grapeland Aquatic Center. This contribution shall be made by
March 15t of each year but not later than May 31 S` . The type of media used, design of the
advertisement, and annual contribution must receive prior written approval from the
Director.
Intentionally Left Blank
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ARTICLE XVII
NOTICE
17.1 NOTICE. All notices or other communications which shall or may be given
pursuant to this Agreement shall be in writing and shall be delivered by personal service
or by certified mail addressed to the parties at their respective addresses indicated below
or as the same may be changed in writing from time to time. Such notice shall be
deemed given on the day on which personally served, or if by certified mail, on the fifth
day after being posted or the date of actual receipt, whichever is earlier.
NOTICE TO CITY:
City of Miami
City Manager
444 S.W. 2nd Avenue
10t Floor
Miami, Florida 33130 -1910
WITH COPIES TO:
City of Miami
City Attomey's Office
444 S.W. 2nd Avenue
9th Floor
Miami, FL 33130-1910
NOTICE TO CONCESSIONAIRE:
Alirio's Inc.
d/b/a Juniors Catering of Miami
7370 S.W. 48th Street
Miami, Florida 33155
Attention: Alirio Silva, Jr.
City of Miami
Department of Parks & Recreation
Attn: Director
444 S.W. 2nd Avenue
8th Floor
Miami, FL 33130-1910
City of Miami
Department of Public Facilities
Asset Management Division
Attn: Director
444 S.W. 2nd Avenue
Suite 325
Miami, FL 33130-1910
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ARTICLE XVIII
MISCELLANEOUS
18.1 COMPLIANCE WITH LAWS. Concessionaire shall comply with all
applicable federal, state and local laws, regulations, orders, ordinances and codes
pertaining to its performance under this Agreement.
18.2 INDEPENDENT CONTRACTOR. Concessionaire and its employees
and agents shall be deemed to be independent contractors, and not agents, employees or
representatives of the City and shall not attain rights or benefits under the Civil Service or
Pension Ordinances of the City nor any rights generally afforded classified or
unclassified employees; further they shall not be entitled to the Florida Workers
Compensation benefits as employees of the City.
18.4 PUBLIC RECORDS. Concessionaire understands that the public shall have
access, at all reasonable times to City contracts, subject to the provisions of Chapter 119,
Florida Statutes and agrees to allow access by the City and the public to all documents
subject to discover under the applicable law.
18.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties herein, their heirs, executors, legal representatives, successors and assigns.
18.6 AMENDMENTS. City and Concessionaire by mutual agreement shall have the
right but not the obligation to amend this Agreement. The City Manager has the right to
execute any amendments to this Agreement and shall be effective only when signed by
City Manager and Concessionaire and shall be incorporated as a part of this Agreement.
18.7 AWARD OF AGREEMENT. Concessionaire warrants that it has not employed
or retained any person employed by City to solicit or secure this Agreement and that it
has not offered to pay, paid, or agreed to pay any person employed by City any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting
from the award of this Agreement.
18.8 CONFLICT OF INTEREST. Concessionaire is aware of the conflict of interest
laws of the City (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 teiius of said
laws and any future amendments thereto.
Concessionaire - further covenants that no person or entity under its employ,
presently exercising any functions or responsibilities in connection with this Agreement,
has any personal financial interests, direct or indirect, with the City. Concessionaire
further covenants that, in the performance of this Agreement, no person or entity having
such conflicting interest shall be utilized in respect to services provided hereunder. Any
such conflict of interest(s) on the part of Concessionaire, its employees or associated
persons, or entities must be disclosed in writing to the City.
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18.9 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and
enforced according to the laws of the State of Florida.
18.10 COURT COSTS AND ATTORNEYS' FEES. In the event that it becomes
necessary for City to institute legal proceedings to enforce the provisions of this
Agreement, Concessionaire shall pay City's court costs and attomey(s)' fees.
Concessionaire acknowledges that Florida law provides for mutuality of attorney's fees
as a remedy in contract cases and specifically and irrevocable waives its right to collect
attorney's fees from the City under applicable laws, including specifically, but not limited
to Section 57.105, Florida Statutes. It is the express intent of the parties hereto that in no
event will the City be required to pay Concessionaire's attorney's fees and court costs for
any action arising out of this Agreement. In the event that Concessionaire's waiver under
this section is found to be invalid then Concessionaire agrees that the City's liability for
Concessionaire's attorney's fees and court costs shall not exceed the sum of S100.00. In
the event that the waiver and limitations contained herein are found to be invalid, or are
otherwise not upheld, then the provisions of this Section shall become null and void and
each party shall be responsible for its own attorney's fees and costs.
18.11 WAIVER OF JURY TRIAL. The parties hereby knowingly, irrevocable,
voluntarily and intentionally waive any right either may have to a trial by jury in respect
of any action, proceeding or counterclaim based on this Agreement, or arising out of,
under or in connection with this Agreement or any amendment or modification of this
Agreement, or any other agreement executed by and between the parties in connection
with this Agreement, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of any party hereto. This waiver of jury trial provision is a
material inducement for the City and Concessionaire entering into the subject transaction.
18.12 SEVERABILITY. If any provision of the Agreement, or any paragraph,
sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder
of the Agreement shall be construed as if such invalid part were never included herein
and the Agreement shall be and remain valid and enforceable to the fullest extent
permitted by law.
18.13 WAIVER. No waiver of any provision hereof shall be deemed to have been
made unless such waiver is in writing and signed by City or Concessionaire. The failure
of either party to insist upon the strict performance of any of the provisions or conditions
of this Agreement shall not be construed as waiving or relinquishing in the future any
such covenants or conditions but the same shall continue and remain in full force and
effect.
18.14 CAPTION. The captions contained in this Agreement are inserted only as a
matter of convenience and for reference and in no way define, limit or prescribe the scope
of this Agreement or the intent of any provisions thereof.
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ARTICLE XIX
AFFIRMATIVE ACTION AND NONDISCRIMINATION
19.1 AFFIRMATIVE ACTION. Concessionaire shall have in place an Affirmative
Action/Equal Employment Opportunity Policy and shall institute a plan for its
achievement, which will require that action be taken to provide equal opportunity in
hiring and promoting for women, minorities, individuals with disabilities, and veterans.
Such plan will include a set of positive measures which will be taken to insure
nondiscrimination in the work place as it relates to hiring, firing, training and promotion.
In lieu of such a policy/plan, Concessionaire shall submit a Statement of Assurance
indicating that their business is in compliance with all relevant Civil Rights laws and
regulations.
19.2 NONDISCRIMINATION. Concessionaire shall not discriminate in its
occupancy and use of the Concession Facility and Premises and improvements thereon
with respect to race, color, religion, age, sex, age, national origin, disability, marital
status, familial status or sexual orientation. It is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, City
shall have the right to terminate this Agreement.
19.3 AMERICANS WITH DISABILITIES.
Concessionaire shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of utilizing the Concession
Facility and Premises including Titles I and II of the ADA (regarding nondiscrimination
on the basis of disability) and all applicable regulations, guidelines and standards.
Additionally, Concessionaire shall take affirmative steps to ensure nondiscrimination in
the employment of disabled persons.
ARTICLE XX
NII NORITY PROCUREMENT
20.1 MINORITY PROCUREMENT. Concessionaire shall make every good faith
effort to purchase/contract fifty-one (51 %) of its annual goods and services requirements
from Hispanic, Black and Women businesses/professionals registered/certified with the
City of Miami's Office of Minority/Women Business Affairs. Such lists are available in
the Purchasing Department at the time of signing of the Agreement with the City of
Miami.
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ARTICLE XXI
ENTIRE AGREEMENT
21.1 ENTIRE AGREEMENT. This Agreement represents the total Agreement
between the parties. All other prior Agreements between the parties, either verbal or
written, are superseded by this Agreement and therefore no longer valid.
IN WITNESS WHEREOF, the parties hereto have individually, through their
proper officials, executed this Agreement the day and year first herein above written.
ATTEST:
THE CITY OF MIAMI,
A municipal corporation
of the State of Florida
By: By:
Priscilla A. Thompson Tony E. Crapp, Jr.
City Clerk City Manager
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
By: By:
Julie O. Bru
City Attorney
Gary Reshefsky, Director
Risk Management
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WITNESSES: CONCESSIONAIRE:
Signature Alrio's. Inc.
d/b/a Juniors Catering of Miami
Print Name Alirio Silva, Jr.
Title President
Signature
CORPORATE SEAL
Print Natne
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LAS4LV1 I. Ll
GRAPELAND PARK
1550 NW 3701 Avenues
Mtaml, Florida 33125
* 4 • P • •
• I • •
,WAttiC .FILTR0104,i tYSTtil
seconco usIttER,trEN Se. • •
ItICONIED: •
,,,04z?.'itIABDVE COUNTER T '
-4/1trttAt-F„rflom
9141. PROVIDE- WATER Z...;
attiPteCTION TO Trs Unit
EOR Au AtyERAGE AND ice.: • .
• EthIPMENT.
• I t: •
EXI
1BIT 'A'
vion plumpipl.11111 1111:1111rigirdi
r..ter
0 degree
interior
romp n
cooler
38. 0 ee
; •
'44EJ BOARD
NOTE. • •
PASS WINDOW SH..L. ITEM 49 •
CONOIuENT SHELF AND SERVICE
COUNTER ITEM 43 MVP Ett twSTALLED
AT Se Arr. MAXIMUM HEIGNI.
r
1
'1
1
• • •
(RAPEtAND PARK
1550 NW 371-h Avenue
Miami, Florida 331 25
LEGEND:
leery
muw r.mnn
s.ugs
•
•
.5
EXHIBIT "B11
INVENTORY (EQUIPMENT) *
NOM OTY
EOU)PMENT CATEG•
ORY • ..
MANUiAOTURER ' MOLIE• L NUMBER 4
NE
RCFAAR155
1 . 1
BAD AND BOX SYRUP/CARBDNATo31
CUSTOM, BY VENDOR
M1TH CARBONATOR
2 3
SHELVING. WIRE
• ADVANCE TABOO • E0-143D
85' UPRIGHTS 15) TIER .
3 1
wAtit-M CDOLCR/FREEZER '
AMERICOOLER. MM/AI . - W2 PROVIDE CLOSURE PANCLS
w/ FL00R 7•-5" NCH 51ANOARO FINISH NSF,
4 1
SNELV4NG. WIRE .
ADVANCE TABOO'L.
EC-1872 -
(4) PER se UPR1CHIS
5 4
SHE13400. iwar.
ADVANCE TABOO `
E0-1848
C4) TIER 64' UPRIGHTS
6 . .1
' SUt;ER..F000 • •
CLORE FOOD EQUIPMENT
CC812
- .
7 i
S*IELUHG. WIRE • • •
ADVANCE TABOO ' - •
EC-1848
NOBLE (4) TIER 7r VPRICNTS '
B [I
TABLE-
AWAKE 1A8C6 '
OL-30-72XCUS10N ONE SINK ONLY
P80w0E POLY 80ARO SINX COVER
8.1
2
SHELF: WµL.MOUNT'
ADVANCE TABOO
wS-12-72 - ,.
MOUNT AT 64' MO 62- AFf •
9
1
•
PDF,MCK. WALL N3UN1 _
45vAN[C 148C0
PS-12-48
-
TO
1
STNA. CORNER.' • • . ,
A0VANCE DISCO -•
94-K6-160 '
I
1
. SRn7. AIOR' '
ADVANCE TABOO-
9-OP-20
- •
12
1
-fAULET. VtRlT'Y •
115HER
8261
- . '• '
13
1.
SIN%.' 1MN0, WALL MOUNT : •
AMANCE MVO
7-P5-20 ,
1r1111 SOAP AND DOWEL DISPENSER
14
2
FA1)0ET: WALL MOUNT - .. .
F15)C8 .•
3253
I 15 .
.1
EKWUST4100D w/ 1A1A ' - • .
CV510M '.. ., •
vim' - •
VRNISHEO 8T GENERIC CONTRACTOR
16
i
WARMER. FOOD .O1ERHEAD INiCO
- •'
00118 ...
`
-.• •
17
2
FRYOL DEEP FAT, GAS - '• IMPERIAL
RANCE '.•IFST-25
PRM10E QUID( DISCONNECT GAS HOSE -•
18
t
kEFRICERATOR. SHORTYTRUE
FOOD SERVICE ;
1020-110
MOBILE
19 ;
; I
CRIODLf,•CAS • ' U�PERML
flANCE -
ITG-J6 )
pROwOE OUILK 015004NECt CAS HOSE
20
I
NOT PLATE. CAS - -
I4PERML-RANGE .
NPA-4-24 ` •- '•" .4,SA, i(,
PROVIDE 01PCK O15C0NNECT GAS HOSE '
21
I
OVEN. MICROWAVE
AIAANA APPLMNCES
RCS1041PA . +.-,Tt.•
PROVlDE.005DON SUPPORT .SHELF •
22
1.
REFRIGERATOR:. SANDWICI*/54IAD PREP
TRUE f000 SERVICE
1SSU-4-10 "
0
.PROVDE RNISHEO BACK/ MOBILE
23
1
CRI00LE, 00081E-510EO, ELECTRIC
1 EOU1PEX
PAWN! . , - x..
SANDWICH PRESS -
24
1
FREEZER, UNOERCOUNTER'
TRUE F000 SCRWCE
TUC-,or-0-4 .:
PROw5E 25' CASTERS FOR UNDER COUNTER USE
25
2
5,t)ELF, WALL MOUNT
AMANCE TABCO
WS-12-72 - ;'T!
NOW AT 64- AND 8r AFF
26
1
OVEN. CONVEYOR
STAR MANIITACFUAM10•
UM-1050 E=
EXFWIST HOOD 1401 KOWTOW N0011E
27
1
TABLE WORK
ADVANCE TABOO
KITS-366 ..
NOBLE 5" CASTERS (2) W/ BRAKES
28
1
RE11U6Qi4TOR• PIZZA PREP
TRUE FOOD SERVCE
FPP-60D.-2
N08ILE
29
2
S1ieLF. WALL MOUNT
ADVANCE TABOO
105-12-60 ••.S'
WONT AT 64' AN0 82- AFF .
30
T
COOKS CDlk11ER AND DISPLAY
Ct/5T0N
CUSTDN W/ HAND S1NK •
PASS 1HRU OPEN SHELVING 845E -
31
t
HQT FOOD DISPLAY CASE COUNTERTOP
V.J. ANTUNES/ROUNOUP
P20-41G
- .
32
1
01;PlAAY CASE HEATED
NATCO
GRSO5-350
-
33
1 NACHO
E0U1PN1M
STAR MANUFACTURING
15NGPW
34
1 WARMER.
FUDGE & SYRUP
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1 CSPRE550/CAPPUF3AA
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4121
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37
1 05PCNSER,
ICE TEA/ICE-COFFEE
BLDCMFIELD 8799-
-
38
1 ICE
BAKER FOR BEVERAGE DISPENSER
NAN1TOw0C ICE IB-06741E
• '
6001.8 COPACSTY 24 HOURS
39
1 Sow.
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AN 1 UNES /ROUNDUP L
ACS-15 •'
NOUN1 UNDER COUNTER ()) TIMES EACH
41
1 COFFEE
BREWER FOR SAIELLQES
BUNN-O-MATIC 3360D0001
-
42
1 JUICE
DISPENSER NON CAR00NATE0 CRAIHCO
U21-
7'
43
1 SERVICE/BEVERAGE
COURIER CUSTOM
• GV510M
• OPEN
51@LV1I4G BASE. PROVIDE DIPPER WCII LETS EN
•44
2 P.O.i
CUSTOM
T80
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45
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MANUFACTURING GB-Y.
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1 10E
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AND PACKAGED (TENS/ NDSIE
47
1 ' HOT
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000 SPIKE 70AStER COUPE
H04
• • -
-
* Inventory, manufacturers and models subject to change.
1);.
Items 17, 18, 21, 24., 28 & 34 have missing parts which will have to be provided
at future date
-Item 46 on back order
Item 37 damaged & to be replaced or repaired
Item 38 not working.& to be replaced or repaired
of -Miami -GRA-PELAN-D-H-E-IGHTS PARK.
Master Site Plan
L
C o a oRECitKATI°WU. CRBLoDESIGN £ .... AA iCONSTRUCTION, INC, SALMAM
®lALMAM
EXHIBIT "D"
SEASONAL CONCESSION SCHEDULE
Concession Schedule
March 5, 2011 to May 22, 2011*
May 28, 2011 to September 5, 2011*
(Memorial Day Weekend — Labor Day)
September 10, 2011 to October 30, 2011*
November 1, 2011 to February 29, 2012
March 3, 2012 to May 25, 2012*
*MDCPS planning days/recess*
Daily Opening Hours
10:00 am — 6:00 pm
(Weekends Only)
9:30 am - 7:30 pm
10:00 am — 6:00 pm
(Weekends Only)
Closed
10:00 am — 6:00 pm
(Weekends Only)
10:00 am — 6:00 pm
EXHIBIT "E"
ENVIRONMENTALLY -FRIENDLY MANAGEMENT GUIDELINES,
SAMPLE ENVIRONMENTALLY -FRIENDLY PRODUCTS
& SAMPLE PRODUCT PRICING
Environmentally -Friendly Management Guidelines
Every operation within the City is being evaluated to determine how to decrease negative
impacts on the environment. To be proactive and environmentally conscious the
following guidelines are suggested for the operation of your business.
• All products consumed or dispersed are evaluated for the impact on the
environment and practicable alternatives are developed;
• All vendors will provide trash and recycle receptacles;
• Items are recyclable, made . of recycled materials, biodegradable, and/or
compostable;
• Plastic containers are labeled with a 1, 2, or 3, which are the plastic items that are
considered recyclable;
• No Styrofoam is used;
• All waste that is capable of being recycled, is (aluminum or tin cans, glass
containers, plastic bottles (1, 2, or 3), cardboard, milk or juice boxes, and paper;
• Any unnecessary products, such as straws, lids, and excess packaging will be
avoided;
• Individual condiments packets will be avoided, instead large condiment
dispensers should be used;
• Disposable silverware will not be dispersed in a wrapped set, but instead provided
separately to take when needed;
• Serving trays will not be covered with a disposable liner;
• Cleaning products used will be labeled with the "Green Seal", meaning having
neutral pH (as close to 7.0 as possible) and highly concentrated (at least 50-65%)
to reduce empty bottles;
• Food and beverage containers will be similar to those recommended in the table
below;
• Food wrappers will be used only when needed and limited to one layer, such as
only aluminum foil or wax paper
•. Items distributed in vending machines will contain limited packing materials;
• Vending machines will be programmed to raise temperatures during closed hours
to conserve electricity;
• Vendors will attend a training on "green" practices
40
Sample Environmentally -Friendly or "Green Products"
Packaging/Paper Products
Recyclable or bio-degradable Paper Products (eg plates, napkins, paper towels)
Bio-degradable Plastic Products
Take out boxes 100% recycled, post consumer content non -bleached
Recycled product packaging
Chlorine -free paper products
Process Chlorine -free recycled paper products
Totally -chlorine -free paper products
Elemental Chlorine -Free paper products
Cleaning Products
Non -toxic cleaning & chemical products (biodegradable, free of hazardous ingredients,
safe for people and animals when used properly)
Non -Ammoniated Glass Cleaner
Utensils
Bio-degradable Starch Utensils
Compostable Tasting Spoons
Heavy Weight Bio-degradable utensils
41
Sample Product Pr.=icing Only*
ITEM
DESCRIPTION
SOLD AS
SKU #
PRICE
6" Paper Plate
White Vacate
Paper Plate — 99%
reclaimed fiber,
recyclable
1000 plates/
case
232100
$56.93
9.75" Paper
Plate
White Shallow
Vapor Paper Plate
— 99% reclaimed
fiber, recyclable
500 plates/
case
232082
$74.51
0.75oz Paper
Portion Cup
Paper cup for
condiments
5000 cups/
case
320102
S39.69
l oz Paper
Portion Cup
Paper cup for
condiments
322202
$29.48
12 oz Beverage
Cup
Clear Squat Plastic
Cup, 5-PP
1000 cups/
case
292170
$97.84
24oz
Clear Squat Plastic
Cup, 5-PP
600 cups/
case
292173
$94.80
White Medium
Weight Plastic
Fork
Recyclable,
Biodegradable,
Postconsumer
waste — 100%
1000 forks/
case
309901
$8.00
White Medium
Weight Plastic
Knife
Recyclable,
Biodegradable,
Postconsumer
waste — 100%
1000 knives/
case
309902
$8.00
White Medium
Weight Plastic
Teaspoon
Recyclable,
Biodegradable,
Postconsumer
waste — 100%
1000
teaspoons/
case
309903
$8.00
12'x13" 1 Ply
Natural Paper
Minifold
Napkin
Recycled
percentage — 100,
recyclable
12 bags/ case
179040
$36.64
Paper
Container
White Biopack
White #3
Container
(7.75x5.50)
200
containers/
case
237015
$59.19 (white)
$60.56 (kraft)
8 oz container
Secure seal clear
hinged deli
containers,1 comp,
PETE #1
200
containers/
case
266602
$30.70
42
12 oz container
Secure seal clear
hinged deli
containers,1 comp,
PETE #1
200
containers/
case
266606
$32.44
32 oz container
Secure seal clear
hinged deli
containers,1 comp,
PETE # 1
200
containers/
case
266614
$53.78
Dinner box
3 compartment,
11.5x8x3, 6-PS
100
containers/
case
235455
$96.52
Dinner box
4.compartment,
11.5x8x3, 6-PS
100
containers/
case
235456
$96.52
* Sample Product Pricing only --prices subject to change.
43
EXHIBIT "F"
GROSS REVENUE REPORT
44
GROSS REVENUES:
Food/Beverage Concession Facility:
Mobile Vending Carts/Kiosks:
Mobile Vending Cart/Kiosk_# 1
Mobile Vending Cart/Kiosk # 2
Mobile Vending Cart/Kiosk # 3
Total Mobile Vending Carts/Kiosks
Vending Machines:
Vending Machine # 1
Vending Machine # 2
Vending Machine # 3
Vending Machine # 4
Vending Machine # 5
Vending Machine # 6
Total Vending Machines
Catering Services:
EXHIBIT "F"
GROSS REVENUE REPORT
CONCESSION STAND - GRAPELAND PARK'
Month of
Total Percentage
Applicable Percentage Fees and FI.State
Gross Revenue Percentage Fees State Use Tax Use Tax Due City
21%
21%
21%
21%
Grand Total Gross Revenues
21.0%
Minimum Monthly Use Fee Amount
$2,500.00
175.00 $2,675.00
MINIMUM MONTHLY USE FEE & PERCENTAGE RENT AMOUNT DUE THIS PERIOD TOTAL: 2,675.00
I hereby certify to the accuracy of this report, and acknowledge that Alirio, Inc. d/b/a/ Juniors Catering of Miami has paid all
applicable Florida State sales and use taxes which are due and payable, whether directly or indirectly, under FL. Statute 212 to
the State of Florida Department of Revenue"'. The City of Miami can rely on the above monthly report to be true and accurate as
submitted.
SIGNATURE DATE
REMARKS
Concessionaire shall report Gross Revenues of the preceding month on or before the 1 Dth day of each calendar month. Any
Monthly Fees and Percentage Fees due and payable shall be remitted with.this report. Make check payable to the City of Miami and
retum this report together with the proper remittance to:
CITY OF MIAMI
FINANCE DEPARTMENT
444 SW 2ND AVENUE, 6TH FLOOR
ATTENTION: TREASURY MANAGEMENT/RECEIPTS
MIAMI, FL. 33130
• Gross Revenue Report subject to change and revision. Rev. 1/21/11
EXHIBIT "G"
INSURANCE REQUIREMENTS
FOOD AND BEVERAGE CONCESSION
GRAPELAND AQUATIC CENTER
Concessionaire, at its sole cost and expense, shall obtain and maintain in full force and
effect at all times throughout the period of this Agreement and through any periods of
extensions, the following insurance:
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Contractual Liability
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
45
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
IV. Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer not less than (30) days prior to any
such cancellation or material change.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All
policies and /or certificates of insurance are subject to review and verification by
Risk Management prior to insurance approval.
46