HomeMy WebLinkAbout26266AGREEMENT INFORMATION
AGREEMENT NUMBER
26266
NAME/TYPE OF AGREEMENT
SKY COFFEE BUENOS AIRES, INC.
DESCRIPTION
REVOCABLE LICENSE AGREEMENT/FOR CONCESSIONAIRE
SERVICES AT THE MIAMI RIVERSIDE CENTER/FILE ID:
19396/R-26-0260/MATTER I D : 26-1471 k
EFFECTIVE DATE
August 17, 2026
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
8/17/2026
DATE RECEIVED FROM ISSUING
DEPT.
8/19/2026
NOTE
DOCUSIGN AGREEMENT BY EMAIL
REVOCABLE LICENSE AGREEMENT
BETWEEN
THE CITY OF MIAMI
AND
SKY COFFEE BUENOS AIRES, INC.
FOR CONCESSIONAIRE SERVICES
AT THE MIAMI RIVERSIDE CENTER
444 SW 2ND AVENUE, MIAMI, FLORIDA, 33130
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TABLE OF CONTENTS
1. Recitals and Incorporations
2. Purpose.
3. Occupancy and Use Term.
4. Interest Conferred By This License.
5. Continuous Duty to Operate; Hours of Operation.
6. Personnel; Customer Service.
7. Minimum Annual Guarantee.
8. Financial Reporting.
9. Right to Audit.
10. Manner of Payment; Returned Check Fee.
11. Late Fee and Interest.
12. Accord and Satisfaction
13. Security Deposit.
14. Pricing; Rate Posting.
15. Payment Methods.
16. Utilities.
17. Condition of the Area and Maintenance.
18. Safety; Security and Inspection.
19. Pest Control.
20. Hazardous Substances.
21. Licenses, Authorizations and Permits.
22. Health Inspection Standards.
23. Emergency Preparedness.
24. Alterations, Additions or Replacements.
25. Violations, Liens and Security Interests.
26. City Access to Facility.
27. Indemnification and Hold Harmless.
28. Insurance.
29. Risk of Loss; Liability.
30. Taxes and Fees.
31. Termination By the City Without Cause.
32. Termination By City For Cause.
33. Notices.
34. Special Events.
35. Signage.
36. Surrender of Area.
37. Default by Licensee.
38. Public Records.
39. Severability.
40. No Assignment or Transfer.
41. Nondiscrimination, Equal Employment Opportunity, And Americans With Disabilities Act.
42. Conflict of Interests.
43. Waiver of Jury Trial.
44. Waivers.
45. Further Acts.
46. No Partnership.
47. Authority.
48. Amendments and Modifications.
49. Compliance with All Applicable Laws.
50. E-Verify Employment Verification.
51. Captions.
52. Interpretation.
53. Entire License/Agreement.
54. Third -Party Beneficiary.
55. Applicable Law; Venue/Attorney(s)' Fees.
56. Sovereign Immunity.
57. Antitrust Violator Vendors
58. Anti -Human Trafficking
59. Counterparts and Electronic Signatures.
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60. Environmental Consideration.
61. Independent Inspector General; Access To Documents.
EXHIBITS
Exhibit "A": The Area
Exhibit "B": Insurance Requirements
Exhibit "C": Company Resolution
Exhibit "D": City Resolution
Exhibit "E": Anti -Human Trafficking Affidavit
Exhibit "F" Menu and Pricing
REVOCABLE LICENSE AGREEMENT
FOR CONCESSION SERVICES AT THE NHANH RIVERSIDE CENTER
This Revocable License Agreement ("License" or "Agreement") is made on this 17th day
of August , 2026 ("Effective Date") by and between the CITY OF MIAMI, FLORIDA, a
municipal corporation of the State of Florida ("City") and SKY COFFEE BUENOS AIRES INC,
a Florida for profit corporation whose principal address is 701 Brickell Key Boulevard, 201,
Miami, FL 33131 ("Licensee").
RECITALS
WHEREAS, the City is the owner of the administrative building known as the Miami
Riverside Center located at 444 SW 2nd Avenue, Miami, FL 33130 ("Premises"); and
WHEREAS, the City has entered into that certain Agreement and Lease dated November
21, 2019 ("Lease"), pursuant to which the Premises are leased to Lancelot Miami River, LLC; and
WHEREAS, on May 18, 2026, the City's concession vendor unexpectedly ceased
operations at the Miami Police Headquarters at 400 NW 2nd Avenue, Miami, FL 33128; and
WHEREAS, as a result, there is no on -site food and beverage service available for
employees or visitors; and
WHEREAS, the City desires to ensure the continued provision of concession services at
the Premises until such time that the City vacates the Premises in accordance with the Lease; and
WHEREAS, Licensee has represented that it has the experience, qualifications, and ability
to provide concession services at the Premises; and
WHEREAS, the City desires to provide affordable food and beverage options to City
employees and the public; and
WHEREAS, the City has agreed to charge a nominal concession fee in consideration of
Concessionaire's commitment to maintain pricing at levels intended to provide a benefit to City
employees and visitors; and
WHEREAS, on June 11, 2026, the City Commission adopted Resolution No. R-26-0260,
waiving competitive bidding and authorizing the City Manager to negotiate and execute this
Agreement with Licensee for the operation of concession services at the Premises; and
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WHEREAS, the City and Licensee desire to enter into this Agreement to set forth the
terms and conditions under which Licensee shall provide concession services at the Premises; and
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Recitals and Incorporations
The foregoing recitals are true and correct and are hereby incorporated into and made a
part of this Agreement. The following exhibits are attached hereto and are hereby incorporated
into and made a part of this Agreement as if set forth in full herein, and any reference to this
Agreement shall include the exhibits:
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
The Area
Insurance Requirements
Company Resolution
City Resolution No. R-26-0260
Anti -Human Trafficking Affidavit
Menu and Pricing
In the event of a conflict between the terms contained in the body of this Agreement and
any of its exhibits, or among the exhibits themselves, the provisions contained in the body of this
Agreement shall control, followed by the exhibits in the order in which they are listed above, and
no exhibit shall be construed to modify or supersede any provision contained in the body of this
Agreement.
2. Purpose.
The City is the owner of the Premises. The City has determined that the portion of the
Premises identified in the attached and incorporated Exhibit "A" ("Area") is suitable for food and
beverage concessions for the benefit and convenience of employees and visitors. Subject to the
terms and conditions of this Agreement, the Licensee is authorized to use the Area solely for the
operation of food and beverage concession services ("Permitted Uses").
The City is willing to grant the Licensee a limited right to occupy and use the Area for the
Permitted Uses, subject to the terms, conditions, and restrictions set forth herein. Any use of the
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Area other than the Permitted Uses shall require the prior written consent of the City Manager or
the City Commission, as applicable. The City Manager or the City Commission, as applicable,
may grant, withhold, deny, or condition such consent in its sole and absolute discretion, including,
without limitation, upon the payment of additional compensation or other consideration.
3. Occupancy and Use Term.
This License shall commence on the "Effective Date and shall remain in effect until the
earlier of: (a) the second (2nd) anniversary of the Effective Date; (b) the Actual MRC Vacation
Date, as such term is defined in the Lease; or (c) the date on which this License is terminated by
the City in accordance with the terms of this Agreement (the "Term").
4. Interest Conferred By This License.
Licensee acknowledges and agrees that this License is granted solely to authorize Licensee
to occupy and use the Area for the Permitted Uses and for no other purpose. Notwithstanding any
language contained in this Agreement to the contrary, the parties expressly agree that this License
shall not constitute a lease, easement, or other estate or interest in real property of any kind
whatsoever. The rights granted to Licensee under this License are solely a personal, revocable
privilege to perform certain acts of a temporary nature and to use the Area subject to the terms and
conditions of this Agreement. No leasehold, easement, tenancy, or other property interest in the
Area is created or conferred upon Licensee by this Agreement or pursuant to any other agreement
between the parties, and Licensee shall not assert or acquire any right, title, interest, or estate in
the Area by virtue of this Agreement or its use and occupancy of the Area. Licensee further
acknowledges and agrees that no right, title, interest, or estate in the Area shall arise from or be
claimed on account of any expenditures made by Licensee for improvements, construction, repairs,
alterations, fixtures, or other work performed in or to the Area, whether or not such work is
authorized or approved by the City.
5. Continuous Duty To Operate; Hours of Operation.
Except to the extent the Area is rendered unusable as a result of fire, flood, or other
casualty, Licensee shall, commencing on the Effective Date and continuing throughout the Term,
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continuously operate and conduct the Permitted Uses within the Area in accordance with the terms
and conditions of this Agreement.
Licensee shall operate within the Area on all City business days (Monday through Friday,
excluding City -observed holidays) during a minimum of the hours of 7:00 a.m. to 3:00 p.m., or
such other hours as may be agreed upon in writing by the City Manager or designee (the "Required
Hours"). Licensee acknowledges that the Required Hours are established to serve the needs of
employees and visitors of the Premises and shall be adjusted only by mutual written agreement of
the parties. Except in the event of a bona fide emergency, Licensee shall submit any request to
modify its operating schedule to the City Manager or designee in writing at least five (5) business
days in advance of the proposed change. No modification to the operating schedule shall be
implemented without the prior written approval of the City Manager or designee, which approval
may be granted or withheld in the City's sole discretion. In the event of an emergency closure,
Licensee shall notify the City as soon as practicable and in no event later than two (2) hours after
such closure. Licensee's failure to operate during Required Hours without the City's prior written
approval shall constitute a material default under this Agreement.
6. Personnel; Customer Service
Licensee shall employ a sufficient number of qualified personnel to operate in a
professional, efficient, and customer -focused manner during all Required Hours. All personnel
employed or engaged by Licensee within the Area shall present a neat, clean, and professional
appearance at all times while on duty and shall wear attire that clearly distinguishes Licensee's
staff from City employees and personnel, as determined by the City in its reasonable discretion.
Licensee and all of its personnel, contractors, agents, and representatives present in the Area or the
Premises shall at all times comply with all applicable laws and all rules, policies, and directives
issued by the City with respect to conduct within the Premises. The use or possession of profanity,
alcohol, controlled substances, or illegal drugs by Licensee or any of its personnel within the Area
or the Premises is strictly prohibited. Licensee shall not permit any reckless, abusive, disorderly,
threatening, or otherwise unprofessional conduct within the Area at any time. Licensee shall be
solely responsible for all acts and omissions of its personnel, contractors, agents, and
representatives within the Area and the Premises.
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Licensee shall ensure that all personnel engaged in food handling or food preparation hold
all certifications required by applicable federal, state, and local law, including those required by
the Florida Department of Business and Professional Regulation, and shall maintain such
certifications in good standing throughout the Term. Copies of all required certifications shall be
maintained on -site and made available to the City or any applicable regulatory authority upon
request.
Licensee shall make customer service a top priority in its operation and shall employ
personnel with the skills and training necessary to respond to and resolve customer concerns in a
professional and timely manner. Licensee shall maintain a written log of all customer complaints
received in connection with its operations in the Area, together with a record of the resolution of
each such complaint. The complaint log shall be made available to the City for inspection and
copying upon request and shall be retained by Licensee for a minimum of three (3) years following
the expiration or termination of this Agreement.
7. Minimum Annual Guarantee.
Commencing on the Effective Date, Licensee shall pay to the City a minimum annual
guarantee ("MAG") in the amount of One Dollar and 00/100 Cents ($1.00) per year. The initial
MAG shall be due and payable on the Effective Date, and each subsequent MAG shall be due on
or before each anniversary of the Effective Date, without notice or demand.
The parties acknowledge and agree that the MAG is nominal in consideration of the public
purpose served by this Agreement. In exchange for the nominal concession fee required under this
Agreement, Concessionaire shall operate the concession in a manner that provides affordable,
quality food and beverage options to City employees, guests, and other authorized patrons.
Accordingly, Concessionaire shall establish and maintain prices that are below those charged by
comparable cafeteria and concession operations in the surrounding market, as more particularly
set forth in Section 14 of this Agreement.
8. Financial Reporting.
Commencing on the Effective Date and continuing throughout the Term and for three (3)
years thereafter, Licensee shall maintain complete and accurate books, records, and supporting
documentation for all operations conducted within the Area ("Operations"), including but not
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limited to point -of -sale records, transaction receipts, gross revenue records, pricing records, vendor
invoices, and payroll records. Within thirty (30) calendar days after each anniversary of the
Effective Date, Licensee shall deliver to the City Manager or designee a written report, certified
as true and correct by an authorized officer of Licensee, setting forth: (i) total gross revenues from
Operations for the preceding year; (ii) a summary of all goods and services offered and the prices
charged therefor; and (iii) a certification that all prices charged during such time complied with
the requirements of Section 14 of this Agreement. Failure to timely deliver any report required
under this Section shall constitute a default, and any period for which a required pricing
certification is not delivered shall be deemed a period of pricing non-compliance for all purposes
under this Agreement.
9. Right to Audit.
The City and its authorized representatives shall have the right to audit, inspect, and copy
any and all of Licensee's books, records, accounts, and supporting documentation relating to Area
Operations, including without limitation pricing records, revenue records, point -of -sale data,
vendor invoices, and any market comparison documentation, for any period within the Term or
the three (3) year retention period thereafter. Licensee shall cooperate fully with any such audit,
provide access to all electronic records systems used in connection with its Operations, and make
knowledgeable personnel available to respond to auditor inquiries. If an audit discloses that
Licensee's pricing during any audited period did not comply with Section 14 of this Agreement,
or that any report delivered pursuant to this Agreement was materially inaccurate, Licensee shall:
(i) immediately adjust its pricing to comply with Section 14; (ii) pay to the City, as additional
compensation for the non -compliant period, an amount equal to ten percent (10%) of gross
revenues from Operations during such period (before deduction of expenses, taxes, or fees of any
kind), together with interest at the rate set forth in Section 11 from the date each such amount was
originally due; and (iii) reimburse the City for all reasonable costs of the audit. The rights set forth
in this Section are independent of and cumulative with the Inspector General's rights under this
Agreement and all other audit and inspection rights available to the City under this Agreement or
applicable law.
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10. Manner of Payment; Returned Check Fee.
All payments shall be made payable to the "City of Miami" and delivered to the City of
Miami Finance Department, Attn: Cash Receipts Section, 444 S.W. 2nd Avenue, 6th Floor, Miami,
Florida 33130, or to such other address as the City may designate in writing from time to time.
In the event any payment to the City is returned or dishonored for insufficient funds or any
other reason, Licensee shall pay to the City a returned payment fee ("Returned Check Fee") in an
amount equal to the greater of Twenty -Five Dollars ($25.00) or five percent (5%) of the face
amount of the returned payment, together with any bank charges or other fees incurred by the City
in connection therewith. The Returned Check Fee and all associated charges shall be due and
payable immediately upon written notice from the City of such dishonored payment. In addition,
the City may, in its sole discretion, require that all future payments under this Agreement be made
by cashier's check, certified funds, or such other method as the City deems acceptable. The
Returned Check Fee shall constitute additional amounts due under this Agreement. The City's
acceptance of any Returned Check Fee or delinquent payment shall not constitute a waiver of any
default by Licensee or of any rights or remedies available to the City under this Agreement, at law,
or in equity.
11. Late Fees and Interest.
If the City does not receive any installment of the MAG within five (5) days after the date
such installment is due, a late charge equal to five percent (5%) of the delinquent installment shall
automatically accrue and become immediately due and payable without notice or demand. The late
charge shall constitute additional amounts due under this Agreement.
All unpaid amounts due under this Agreement, including but not limited to any installment
of the MAG, late charges, Returned Check Fees, and any other amounts due, shall accrue interest
at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law from the
date due until paid in full. The assessment or acceptance of any late charge, Returned Check Fee,
or delinquent payment shall not constitute a waiver of any default by Licensee or of any rights or
remedies available to the City under this Agreement, at law, or in equity, and shall not preclude
the City from exercising any such rights or remedies.
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12. Accord and Satisfaction.
In the event Licensee tenders any payment in an amount less than the full amount due and
payable under this Agreement, such payment shall be applied to the oldest outstanding obligation
of Licensee and shall be deemed made only on account of the total amount then due and owing.
No endorsement, notation, or statement appearing on any check, payment instrument, or
accompanying written communication including without limitation any notation of "payment
in full," "in full satisfaction," "without recourse," or words of similar import shall be deemed
or construed as an accord and satisfaction, a release, or a settlement of any obligation of Licensee
under this Agreement, whether disputed or undisputed. The City may accept any partial payment
or any instrument bearing such an endorsement or notation without prejudice to the City's right to
recover the full balance remaining due and without waiver of any right or remedy available to the
City under this Agreement, at law, or in equity.
13. Security Deposit.
Simultaneously with the execution of this Agreement, Licensee shall deliver to the City a
security deposit in an amount equal to Two Thousand Five Hundred and 00/100 Dollars
($2,500.00) (the "Security Deposit"), as security for the full and faithful performance by Licensee
of its obligations under this Agreement. If Licensee is in default beyond any applicable notice and
cure period, the City may, but shall not be obligated to, use, apply, or retain all or any portion of
the Security Deposit to cure any such default or to satisfy any obligation of Licensee, including,
without limitation: (i) any fee, charge, cost, or other sum that Licensee is obligated to pay but has
failed to pay; (ii) any expense incurred by the City on Licensee's behalf in accordance with this
Agreement; or (iii) any costs or damages incurred by the City as a result of Licensee's default.
The use, application, or retention of all or any portion of the Security Deposit shall not
limit or waive any other right or remedy available to the City under this Agreement, at law, or in
equity. In the event the City applies any portion of the Security Deposit, Licensee shall, within ten
(10) days after written notice from the City, restore the Security Deposit to its original amount.
Provided Licensee is not in default, the Security Deposit, or any remaining balance thereof,
shall be returned to Licensee following termination of this Agreement and Licensee's vacation of
the Area, provided that the Area is surrendered in the condition required under this Agreement,
ordinary wear and tear excepted. Upon return of the Security Deposit (or remaining balance
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thereof), the City shall have no further liability with respect to the Security Deposit. Licensee shall
not be entitled to any interest on the Security Deposit.
14. Pricing; Rate Posting.
Licensee shall post and maintain, at all times during Required Hours, a current and accurate
price list for all goods and services offered within the Area in a conspicuous location readily visible
to customers at or near the point of sale.
Prices charged by Licensee for all goods and services offered within the Area shall not
exceed ninety percent (90%) of the average price charged for the same or comparable goods and
services by food and beverage concession operations in publicly -owned concession areas within
Miami -Dade County designated by the City Manager or designee as comparators (the "Designated
Comparators"), as reasonably determined by the City Manager. The City Manager or designee
may update the list of Designated Comparators annually upon written notice to Licensee.
The initial menu and price schedule is incorporated herein as Exhibit F, which shall serve
as a maximum pricing schedule for all goods and services offered within the Area until such time
as prices are adjusted pursuant to the terms hereof. No price charged by Licensee shall exceed the
price set forth in Exhibit F for the corresponding item without prior written approval of the City
Manager or designee in accordance with the notice requirements of this Section.
Licensee shall provide the City Manager or designee with not less than thirty (30) calendar
days' prior written notice of any proposed increase in the price of any good or service offered
within the Area, together with documentation demonstrating that the proposed price, if approved,
would remain compliant with the pricing standard set forth above. Licensee shall not implement
any proposed price increase prior to the expiration of such notice period without the City's prior
written consent. Any approval or failure to object to any proposed price increase shall not restrict
the City from exercising its rights under this Agreement, including without limitation the right to
require a downward pricing adjustment at any time.
Without limitation of the financial reporting and auditing requirements set forth in this
Agreement, the City reserves the right to review Licensee's pricing as needed, and to require
Licensee, upon written notice, to adjust any pricing that the City reasonably determines does not
comply with the requirements of this Section. Licensee shall implement any required pricing
adjustment within fifteen (15) calendar days of receipt of written notice from the City.
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15. Payment Methods.
Licensee shall, at all times during Required Hours, accept payment for all goods and
services offered within the Area by cash and at least two (2) of the following major credit or debit
card networks: Visa, Mastercard, or American Express. Licensee shall display clearly visible
signage at the point of sale indicating all accepted payment methods. Licensee shall be solely
responsible for all costs associated with payment processing, including any transaction fees
charged by payment processors or card networks. Licensee shall not impose any surcharge,
convenience fee, or additional charge on customers for payment by credit or debit card except to
the extent expressly permitted by applicable law, and only after providing prior written notice to
the City and customers as required by such law.
16. Utilities
Licensee shall be solely responsible for and shall promptly pay all costs, fees, charges, and
expenses relating to the provision of utility services to the Area, including without limitation
electricity, water, sewer, gas, intemet, and telecommunications services. Where utilities serving
the Area are provided through the City's building systems and are not separately metered, Licensee
shall reimburse the City for Licensee's proportionate share of such costs, as reasonably determined
by the City based on Licensee's usage, within fifteen (15) days of receipt of an invoice from the
City. In no event shall the City be liable to Licensee for any interruption or failure in the supply of
any utility service, and no such interruption or failure shall constitute a basis for any abatement of
the MAG or other compensation to Licensee, except as expressly provided in this Agreement with
respect to extended City -directed closures.
17. Condition of the Area and Maintenance.
Licensee acknowledges and agrees that it accepts the Premises, including the Area, in its
"AS IS, WHERE IS" condition as of the Effective Date, with all faults, whether patent or latent,
and without any representation or warranty by the City. The City shall have no liability for any
condition, defect, or repair need, whether latent or patent, in or about the Area.
Licensee shall, at its sole cost and expense, at all times maintain the Area in a clean, safe,
sanitary, attractive, and orderly condition, and in good order and repair. Licensee shall comply
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with all applicable federal, state, and local laws, rules, regulations, and ordinances, including but
not limited to those relating to maintenance, safety, health, sanitation, and hygiene.
Licensee shall be solely responsible for all repairs to the Area arising out of or related to
Licensee's use or occupancy, and shall prevent any waste, damage, or injury to the Area.
18. Safety and Security; Inspection.
Licensee shall be solely responsible for the safety, security, sanitation, and hygienic
condition of the Area, including all equipment, inventory, fixtures, and personal property placed
therein, and shall comply at all times with all applicable federal, state, and local laws, rules,
regulations, and ordinances relating thereto.
Any security measures implemented by Licensee within the Area, including without
limitation locks, access control devices, security systems, and surveillance cameras, shall require
the prior written approval of the City Manager or designee and shall be installed and maintained
at Licensee's sole cost and expense. No security measure shall impair or restrict the City's right of
access to the Area under this Agreement, and the City shall at all times retain master key or
equivalent unrestricted access. Upon expiration or termination of this Agreement, Licensee shall
promptly remove all approved security equipment and repair any resulting damage, at its sole cost
and expense.
Licensee shall notify the City's Department of Real Estate and Asset Management in
writing within twenty-four (24) hours of the occurrence of, or Licensee's discovery of, any incident
involving loss of or damage to property, personal injury, unauthorized access to the Area, or any
breach of security, whether or not reported to law enforcement. In the event of a medical
emergency or any incident involving injury to a person, Licensee shall immediately contact the
appropriate emergency services and notify the City as soon as practicable thereafter.
The City and its authorized representatives shall have the right, but not the obligation, to
enter and inspect the Area at reasonable times to monitor compliance with this Agreement and
applicable safety, health, and sanitation requirements. Licensee shall cooperate fully with any such
inspection. No inspection or failure to inspect by the City shall relieve Licensee of any obligation
under this Agreement or create any duty or liability on the part of the City with respect to the
condition or operation of the Area. Licensee waives any and all claims against the City and its
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officers, employees, agents, and representatives arising out of or relating to any inspection, failure
to inspect, or the results thereof.
19. Pest Control
Licensee shall, at its sole cost and expense, maintain the Area and all equipment, fixtures,
food preparation surfaces, and storage areas therein free from insects, rodents, vermin, and all
other pests at all times throughout the Term. Licensee shall implement and maintain a regular pest
prevention and control program in accordance with all applicable federal, state, and local health,
sanitation, and environmental regulations. All pest control services and products used by Licensee
within the Area shall be applied by a licensed pest control operator, shall comply with all
applicable laws, and shall be applied in a manner that does not create a health, safety, or
environmental hazard to occupants of the Premises or the surrounding areas. Licensee shall
immediately notify the City of any evidence of pest infestation within or about the Area and shall
commence prompt corrective action at Licensee's sole cost and expense. Licensee's failure to
maintain the Area free of pests in accordance with this Section shall constitute a default under this
Agreement if not remedied within five (5) business days of written notice from the City.
20. Hazardous Substances.
Licensee shall not use, store, generate, transport, release, or dispose of any hazardous,
toxic, flammable, or environmentally regulated substance, material, or waste within or about the
Area, except for such commercially standard cleaning agents, sanitizers, and food service supplies
as are reasonably necessary for the day-to-day operation of the Permitted Uses. Any such permitted
substances shall be used and stored strictly in compliance with all applicable federal, state, and
local laws and regulations, kept in their original manufacturer's containers with labels intact, and
maintained in quantities no greater than reasonably necessary for Licensee's immediate operational
needs. Licensee shall at all times comply with all applicable federal, state, and local environmental,
health, and safety laws, regulations, and ordinances governing the use, storage, handling, and
disposal of any such substances, including without limitation all applicable regulations of the
Florida Depai intent of Environmental Protection and the Miami -Dade County Department of
Regulatory and Economic Resources.
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In the event of any spill, release, leak, or unauthorized disposal of any hazardous or toxic
substance within or about the Area, Licensee shall immediately notify the City and all applicable
governmental authorities as required by law, and shall promptly undertake all remediation,
cleanup, and restoration measures required by applicable law, at Licensee's sole cost and expense.
Licensee shall provide the City with copies of all notices, reports, and correspondence submitted
to or received from any governmental authority in connection with any such event within three (3)
business days of submission or receipt.
21. Licenses, Authorizations and Permits.
Licensee shall, at its sole cost and expense, obtain and continuously maintain in full force
and effect throughout the Term all licenses, permits, approvals, and authorizations required for the
conduct of its operations and commercial activities under this Agreement. Licensee shall be solely
responsible for all fees, costs, and expenses associated with the application for, issuance of, and
maintenance of such licenses, permits, approvals, and authorizations.
22. Health Inspection Standards
In addition to and without limiting the general compliance and maintenance obligations set
forth in this Agreement, Licensee shall maintain all licenses, permits, and certifications required
by the Florida Department of Business and Professional Regulation and Miami -Dade County
Depaitruent of Health for food service operations in good standing throughout the Term. Licensee
shall notify the City Manager or designee in writing within twenty-four (24) hours of receipt of
any inspection report, citation, notice of violation, conditional status, or closure order issued by
any governmental authority in connection with Area Operations, and shall provide a copy of such
document to the City within the same period. Any failure to maintain the required licenses or
certifications, any notice of non-compliance or closure order issued by a governmental authority,
or any repeated or uncorrected regulatory violation shall constitute a material default under this
Agreement, and the City may, in its sole discretion, terminate this Agreement immediately upon
written notice to Licensee.
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23. Emergency Preparedness
In the event the City issues a directive in connection with a declared or anticipated
emergency affecting the Premises, including without limitation a hurricane watch or warning,
tropical storm advisory, flooding event, or other public safety emergency, Licensee shall promptly
comply with all such directives regarding the securing, temporary removal, or protection of
Licensee's equipment, inventory, fixtures, and personal property within the Area. Additionally,
Licensee shall take all commercially reasonable measures to secure or remove any items that could
become a hazard or cause damage to the Premises or its occupants.
24. Alterations, Additions or Replacements.
Licensee shall not make or permit any alterations, additions, improvements, or
replacements to the Area except as expressly authorized under this Agreement or as otherwise
approved in advance in writing by the City Manager.
25. Violations, Liens and Security Interests.
Licensee, at its sole cost and expense and with due diligence, shall promptly cause the
cancellation, discharge, removal, or bonding of any notice of violation arising out of or relating to
Licensee's use, occupancy, activities, operations, contractors, or improvements within the Area
that is issued by any governmental or regulatory authority having or asserting jurisdiction over the
Area. Licensee shall promptly pay and satisfy all amounts due to its contractors, subcontractors,
suppliers, laborers, and agents for work, labor, services, materials, or equipment furnished at
Licensee's request in connection with the Area.
If any lien, claim, charge, encumbrance, stop notice, or other security interest is asserted
against or filed with respect to the Area, or any interest therein, arising out of the acts, omissions,
work, or obligations of Licensee or its contractors, subcontractors, suppliers, laborers, or agents,
Licensee shall, within ten (10) calendar days after receipt of notice thereof, cause such lien, claim,
charge, encumbrance, stop notice, or security interest to be discharged of record or bonded over in
accordance with applicable law, regardless of its validity. If Licensee fails to timely discharge or
bond over any such lien, claim, charge, encumbrance, stop notice, or security interest in the full
amount asserted, City may, but shall have no obligation to, discharge, settle, bond over, defend
against, or otherwise remove the same. Licensee shall reimburse City upon demand for all
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amounts paid or incurred by City in connection therewith, including all costs, expenses, and
reasonable attorneys' fees.
Licensee shall defend, indemnify, and hold harmless City and its officers, officials,
employees, agents, and representatives from and against any and all claims, demands, liabilities,
damages, losses, costs, and expenses, including reasonable attorneys' fees, arising from or relating
to any contractor, subcontractor, supplier, laborer, materialman, or other third party engaged by,
through, or on behalf of Licensee in connection with the Area.
Nothing contained in this License shall be deemed or construed as the consent of City to
subject City's fee, leasehold, or other property interest in the Area to any mechanic's,
materialman's, or other lien or claim arising from the acts or omissions of Licensee or any person
claiming by, through, or under Licensee.
No contractor, subcontractor, supplier, laborer, materialman, or other person shall have any
right to lien or encumber City's interest in the Area. All contracts, subcontracts, purchase orders,
and other agreements entered into by Licensee in connection with the Area shall expressly require
the contracting party to waive any lien rights against the Area and City's interest therein,
acknowledge the provisions of this Section, and include equivalent provisions in all lower -tier
contracts and subcontracts.
26. City Access to Facility.
City and its authorized representatives shall have the right to enter and access the Area at
all times for the purposes of: (a) inspecting the Area; (b) performing any obligation of Licensee
under this License that Licensee has failed to perform; (c) monitoring and verifying Licensee's
compliance with this License and all applicable laws, ordinances, rules, regulations, permits, and
approvals; (d) showing the Area to prospective purchasers, tenants, or other parties having a
legitimate interest in the Area; and (e) carrying out any other activity reasonably deemed necessary
by the City Manager or designee in furtherance of the City's regulatory or proprietary purposes.
Except in the event of an emergency or where otherwise impracticable under the
circumstances, City shall use commercially reasonable efforts to provide Licensee with not less
than twenty-four (24) hours' prior notice before entering the Area. Failure to provide such notice
shall not limit or impair City's right of entry. City shall not be liable to Licensee, nor shall Licensee
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be entitled to any abatement, offset, claim, or damages, arising from City's exercise of its rights of
entry under this Section.
No inspection, review, approval, consent, observation, or failure by City to inspect or
enforce any provision of this License shall: (i) constitute a representation or warranty by City
regarding the condition, safety, legality, or suitability of the Area or any improvements thereon;
(ii) relieve Licensee of any duty, obligation, or liability under this License; or (iii) impose upon
City any duty, responsibility, or liability with respect to the design, construction, operation,
maintenance, repair, or condition of the Area or Licensee's activities thereon.
27. Indemnification and Hold Harmless.
To the fullest extent permitted by law, Licensee shall indemnify, defend (with counsel
reasonably acceptable to the City Attorney), and hold harmless the City and its officers, elected
and appointed officials, employees, agents, depai Intents, boards, agencies, instrumentalities,
successors, and assigns (collectively, the "Indemnitees") from and against any and all claims,
demands, causes of action, suits, proceedings, liabilities, damages, losses, judgments, settlements,
penalties, fines, liens, costs, and expenses, including reasonable attorneys' fees and costs at the
trial, appellate, bankruptcy, administrative, regulatory, mediation, arbitration, and post judgment
levels (collectively, "Claims"), arising out of, resulting from, or relating to: (a) Licensee's use,
occupancy, possession, maintenance, operation, management, activities, or improvements within
or affecting the Area; (b) the performance or nonperformance of Licensee's obligations under this
License; (c) any breach or default by Licensee under this License; (d) any violation of applicable
laws or regulations by Licensee or any person acting by, through, under, or on behalf of Licensee;
or (e) any negligent, reckless, intentional, or wrongful act or omission of Licensee or Licensee's
officers, managers, employees, agents, contractors, invitees, representatives, or any other person
acting by, through, under, or on behalf of Licensee. The obligations set forth herein shall apply
regardless of whether such Claims are caused in part by any Indemnitees. Upon written notice
from the City, Licensee shall immediately assume the defense of any Claim through final
resolution at its sole cost and expense with counsel reasonably acceptable to the City Attorney.
Licensee shall not settle any Claim affecting an Indemnitee without the City's prior written
consent, which may be withheld in the City's sole discretion. The obligations contained in this
Section are independent of, and shall not be limited by, any insurance maintained by Licensee or
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any limitation on the amount or type of damages, compensation, or benefits payable under
workers' compensation, disability, employee benefit, or similar laws.
The provisions of this Section shall survive the expiration, termination, cancellation,
surrender, or revocation of this License and shall be construed and enforced in accordance with
the laws of the State of Florida.
Licensee shall require all contractors, subcontractors, consultants, vendors, and other
parties engaged by or through Licensee in connection with the Area to include indemnification,
defense, and hold harmless obligations in favor of the City that are substantially similar to those
contained herein, subject to compliance with applicable law.
Licensee acknowledges and agrees that the City shall not be liable for any Claims arising
from the acts or omissions of Licensee or any person acting by, through, under, or on behalf of
Licensee, even if the City reviews, comments upon, approves, disapproves, inspects, monitors,
or otherwise participates or refrains from participating in connection with Licensee's activities.
The parties acknowledge and agree that the City's grant of the rights and privileges
provided under this License constitutes good and valuable consideration for Licensee's
indemnification, defense, and hold harmless obligations set forth herein, the receipt and
sufficiency of which are hereby acknowledged by Licensee.
28. Insurance.
Prior to Licensee, or any of its officers, employees, agents, representatives, contractors,
subcontractors, consultants, invitees, or any other person acting by, through, under, or on behalf
of Licensee, entering upon the Area, Licensee shall obtain and maintain, or cause to be obtained
and maintained, at its sole cost and expense and throughout the Term of this License, the insurance
coverages and limits set forth in Exhibit "B", as may be amended from time to time by the City's
Risk Management Director, or such other coverages and limits as may be approved in writing by
the City's Risk Management Director. Such insurance shall be issued by insurers authorized to do
business in the State of Florida and having financial ratings acceptable to the City. Except as
otherwise approved by the City's Risk Management Director, all applicable liability policies shall
name the City, its officers, officials, employees, agents, boards, departments, agencies, and
instrumentalities as additional insureds for liabilities arising out of or relating to Licensee's use,
occupancy, maintenance, operation, activities, or presence within the Area. All policies,
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endorsements, certificates of insurance, and related documentation shall be subject to review,
approval, and verification by the City's Risk Management Department prior to commencement of
any activities under this License.
Licensee shall ensure that all required insurance remains in full force and effect throughout
the Term of this License and any renewal, extension, or other period during which Licensee
occupies, uses, or accesses the Area. If any required insurance policy or certificate is scheduled to
expire, Licensee shall provide replacement or renewal certificates, together with all required
endorsements, to the City's Risk Management Department not less than ten (10) calendar days
prior to the expiration date. Upon request, Licensee shall provide copies of the applicable insurance
policies. If Licensee fails to maintain the required insurance or fails to provide satisfactory
evidence of coverage, the City may, in addition to any other rights or remedies available under this
License or at law: (a) immediately suspend Licensee's right to access or use the Area until
acceptable evidence of insurance is provided; (b) declare Licensee in default under this License;
(c) terminate this License for cause upon written notice; and/or (d) pursue any other remedy
available at law or in equity.
Licensee's compliance with the insurance requirements of this Section shall not limit,
waive, or otherwise affect Licensee's liabilities, obligations, indemnification duties, or
responsibilities under this License.
Licensee shall require all contractors, subcontractors, consultants, vendors, service
providers, and other third parties entering upon or performing work within the Area on behalf of
Licensee to maintain insurance coverage of the types and amounts required by Exhibit "C" or as
otherwise required by the City's Department of Risk Management. Prior to such parties entering
the Area, Licensee shall obtain and maintain evidence of the required insurance and shall provide
such evidence to the City upon request. Licensee's failure to require any such party to obtain and
maintain the required insurance shall not relieve Licensee of any obligation, liability, or
responsibility under this License.
29. Risk of Loss; Liability.
Licensee shall bear all risk of loss associated with its use, occupancy, possession, and
activities within the Area. Licensee shall be responsible for maintaining and protecting the Area
during the Term and shall promptly repair, restore, or replace any damage to the Area or any City-
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owned property located therein occurring during Licensee's use or occupancy of the Area.
Licensee's obligation to repair and restore the Area shall not be affected by the responsibility of
any third party for such damage, and Licensee may pursue any rights or remedies it may have
against such third party separately.
The City shall have no responsibility or liability for loss of or damage to Licensee's
personal property, equipment, materials, improvements, vehicles, or other property located in or
about the Area, regardless of cause, including fire, theft, vandalism, casualty, weather events,
utility interruptions, or the acts or omissions of third parties.
To the fullest extent permitted by law, Licensee assumes all risks associated with its use
and occupancy of the Area and releases and waives any claims against the City and its officers,
officials, employees, agents, and representatives arising from or relating to Licensee's use,
occupancy, or activities within the Area, except to the extent caused by the gross negligence or
willful misconduct of the City.
Nothing contained in this Section shall limit Licensee's indemnification, defense, or hold
harmless obligations under this License. The provisions of this Section shall survive the expiration
or termination of this License.
30. Taxes and Fees.
Licensee shall timely pay, before any fine, penalty, interest, late charge, lien, or other cost
is incurred, all taxes, assessments, fees, charges, levies, and impositions of every kind and nature
that are imposed upon or attributable to Licensee's use, occupancy, or activities within the Area,
including but not limited to any ad valorem taxes, special assessments, fire fees, parking
surcharges, and similar governmental charges.
Licensee may, at its sole cost and expense, contest in good faith the validity or amount of
any such tax, assessment, fee, charge, levy, or imposition; provided, however, that prior to
commencing such contest, Licensee shall provide written notice to City and shall either pay the
contested amount under protest or furnish and maintain, throughout the pendency of the contest, a
bond issued by a surety reasonably acceptable to City or other security reasonably satisfactory to
City in an amount equal to one hundred percent (100%) of the contested amount, together with
any reasonably anticipated interest, penalties, costs, and attorneys' fees. No contest or appeal by
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Licensee shall relieve Licensee of its obligation to protect the Area and City's interest therein from
any lien, encumbrance, foreclosure, distraint, levy, sale, or other adverse action.
31. Termination By the City Without Cause.
The City Manager may terminate this License, in whole or in part, for its convenience and
without cause, upon not less than thirty (30) calendar days' prior written notice to Licensee. Such
termination shall become effective on the date specified in the notice. Licensee acknowledges and
agrees that this License is revocable and that the City's right to terminate for convenience is a
material condition of this License. In the event of a termination pursuant to this Section, Licensee
shall have no claim against the City for damages, compensation, lost profits, consequential
damages, relocation costs, or any other costs or expenses arising out of or related to such
termination.
32. Termination By City For Cause.
Without limiting any other rights or remedies available to the City under this License, at
law, or in equity, the City Manager may terminate this License upon the occurrence of any default
by Licensee, including any failure to comply with the terms of this License.
Except where an immediate termination is expressly authorized by this License or is
reasonably necessary to protect public health, safety, welfare, or City property, the City shall
provide Licensee with written notice describing the default and shall allow Licensee ten (10)
calendar days after receipt of such notice to cure the default. If the default is not cured within such
period, this License may be terminated by written notice from the City, effective immediately or
on such later date as specified in the notice.
Termination of this License, whether for cause or for convenience, shall not limit or waive
any rights, remedies, damages, indemnification obligations, or other claims that the City may have
against Licensee arising from events occurring before or after the effective date of termination.
33. Notices.
All notices or other communications which may be given pursuant to this License shall be
in writing and shall be deemed properly served if delivered by personal service or by certified mail
addressed to City and Licensee at the address indicated herein or as the same may be changed from
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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:
CITY OF MIAMI
City of Miami
Office of the City Manager
Attn: City Manager
444 SW 2 Avenue, 10th Floor
Miami, FL 33130
LICENSEE
BENTOS, ROSANA IRMA
701 BRICKELL KEY BLVD,
201
MIAMI, FL 33131
rkostoff@yahoo.com
WITH A COPY TO
City of Miami
Director
Department of Real Estate and Asset Management
14 NE 1st Avenue, 2nd Floor
Miami, FL 33132
Director
Department of Procurement
444 SW 2nd Avenue, 6th Floor
Miami, FL 33130
City Attorney
Office of the City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, FL 33130
34. Special Events
Licensee shall not conduct, host, sponsor, co-sponsor, or permit any special event,
promotion, product sampling, tasting, pop-up activation, or similar activity within or in connection
with the Area that is outside the ordinary scope of the Permitted Uses, without the prior written
approval of the City Manager or designee, which approval may be granted or withheld in the City's
sole and absolute discretion. For purposes of this Section, a "special event" includes without
limitation any activity for which Licensee seeks to use any portion of the Premises outside the
Area, any activity requiring the use of common areas or shared building facilities, any activity that
may impact the quiet enjoyment of other occupants of the Premises, or any activity that requires
additional permitting, insurance, or City resources. Any request for approval of a special event or
promotion shall be submitted to the City Manager or designee in writing no later than thirty (30)
calendar days prior to the proposed date of such event or promotion, together with a description of
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the proposed activity, its anticipated duration, anticipated attendance, and any additional insurance
or permitting requirements. The City shall have fifteen (15) business days to approve or deny such
request. The City's failure to respond within such period shall be deemed a denial. Licensee shall
comply with any conditions the City may impose as a condition of approval.
35. Signage.
Licensee shall not install, place, display, or permit any signage, decorations, advertising
matter, or other visual materials ("Signage") within, on, or about the Area without the prior written
approval of the City Manager or designee, which approval may be granted, conditioned, or
withheld in the City's sole and absolute discretion for any reason or no reason. All approved
Signage shall be installed, maintained, and kept in good condition and repair by Licensee at its
sole cost and expense and shall comply with all applicable federal, state, and local laws,
ordinances, codes, zoning requirements, and permitting requirements, including those of the City
of Miami.
Upon expiration, termination, or earlier cancellation of this License, Licensee shall, at its
sole cost and expense, promptly remove all Signage and restore the Area to a condition satisfactory
to the City. Licensee shall repair, at its sole cost and expense, any damage to the Area caused by
installation, maintenance, or removal of such Signage.
If Licensee fails to timely perform any required removal or restoration within ten (10)
calendar days after written notice from the City, or such shorter period as may be reasonably
required in the event of an emergency or safety concern, the City may perform or cause such work
to be performed. Licensee shall reimburse the City for all costs and expenses incurred in
connection therewith within five (5) calendar days after receipt of an invoice from the City.
Licensee acknowledges and agrees that the City retains the unrestricted right to install, place, or
display signage within or upon the Area at any time, in the City's sole discretion, and that such
rights are superior to any rights granted to Licensee under this License.
36. Surrender of Area.
Upon any cancellation or termination of this Agreement, Licensee shall promptly and
peacefully surrender possession of the Area to the City in a clean, safe, and good order and
condition, reasonable wear and tear excepted, together with all alterations, installations, additions,
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fixtures, and improvements affixed to or incorporated into the Area, unless otherwise directed by
the City.
Concurrently with surrender, Licensee shall, at its sole cost and expense, remove all
personal property, equipment, and other property owned or placed in the Area by or on behalf of
Licensee, and shall repair any damage to the Area caused by such removal. All required repairs
shall restore the Area to the condition existing prior to Licensee's occupancy or to such other
condition as the City may reasonably require. If Licensee fails to timely perform any required
removal or restoration within ten (10) calendar days after written notice from the City (or such
shorter period as may be required in the event of an emergency or safety concern), the City may,
but shall not be obligated to, perform or cause such work to be performed. Licensee shall reimburse
the City for all costs and expenses incurred by the City in connection therewith within five (5)
calendar days after receipt of an invoice.
Any personal property, equipment, or trade fixtures not removed by Licensee within the
time period specified in the City's notice shall be deemed abandoned, and title thereto shall
automatically vest in the City. The City may remove, store, dispose of, or otherwise deal with such
property in its sole discretion, without liability to Licensee, and at Licensee's sole cost and
expense.
In the event Licensee fails or refuses to surrender possession of the Area upon the
expiration or earlier termination of this Agreement, Licensee's continued presence in the Area shall
constitute an unlicensed and unauthorized occupancy and shall not be construed as a renewal or
extension of this Agreement, nor shall it create or be deemed to create any tenancy, leasehold,
easement, or other property interest of any kind in favor of Licensee. Licensee acknowledges and
agrees that upon expiration or termination of this Agreement, any right or privilege to occupy or
use the Area immediately and automatically ceases, and Licensee shall have no further license,
right, or authority to remain in or use the Area for any purpose. During any such period of
unauthorized occupancy, the City shall be entitled to seek all available remedies against Licensee
including, but not limited to, direct, consequential, or indirect damages, costs, losses, or expenses,
arising from or in connection with Licensee's failure to vacate. The City's acceptance of any partial
payments shall not be deemed a waiver of the City's right to demand immediate vacation of the
Area or to pursue any remedy available under this Agreement, at law, or in equity, including
without limitation injunctive relief and any action to compel removal of Licensee from the Area.
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All obligations of Licensee under this Agreement, including without limitation insurance,
maintenance, and indemnification obligations, shall continue in full force and effect during any
period of unauthorized occupancy. The provisions of this Section shall survive the expiration or
termination of this Agreement.
37. Default by Licensee.
If Licensee fails to comply with any term, condition, covenant, or obligation of this
License, Licensee shall be deemed in default. Upon the occurrence of a default by Licensee, the
City shall have all rights and remedies available at law or in equity, including, without limitation,
the right to terminate this License, recover damages, exercise self-help remedies, and pursue
injunctive or other equitable relief, all of which rights shall be cumulative and not exclusive.
38. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to City
agreements, subject to the provisions of Chapter 119, Florida Statutes, as amended, and agrees to
allow access by the City and the public to all documents subject to disclosure under applicable
law. Licensee shall additionally comply with Section 119.0701, Florida Statutes, including without
limitation: (1) keep and maintain public records that ordinarily and necessarily would be required
by the City to perform this service; (2) upon request from the City's custodian of public records,
provide the City with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida
Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the agreement term and following completion of the
Agreement if the Licensee does not transfer the records to the City; (4) upon completion of the
Agreement, transfer, at no cost, to the City all public records in possession of the Licensee or keep
and maintain public records required by the City to perform the service, if the Licensee transfers
all public records to the City upon completion of the Agreement, the Licensee shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements, if the Licensee keeps and maintains public records upon completion of the
Agreement, the Licensee shall meet all applicable requirements for retaining public records, all
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records stored electronically must be provided to the City, upon request from the City's custodian
of public records, in a format that is compatible with the information technology systems of the
City. Should Licensee determine to dispute any public access provision required by Florida
Statutes, then Licensee shall do so at its own expense and at no cost to the City.
IF LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO LICENSEE'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF
PUBLIC RECORDS VIA PHONE AT (305) 416-1800, VIA EMAIL AT
PUBLICRECORDS@MIAMIGOV.COM, OR VIA REGULAR MAIL AT 444 SW 2ND
AVENUE, 9TH FLOOR, MIAMI, FL 33130. LICENSEE MAY ALSO CONTACT THE
RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT ADMINISTERING
THIS AGREEMENT.
39. Severability.
Should any provisions, paragraphs, sentences, words or phrases contained in this License
be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful,
such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent
necessary in order to conform with such laws, and the same may be deemed severable by the City,
and in such event, the remaining terms and conditions of this License shall remain unmodified and
in full force and effect.
40. No Assignment or Transfer.
This Agreement is personal to the Licensee. Licensee shall not assign, sell, pledge, grant,
convey, encumber, dispose of or transfer, in whole or in part, its privilege of occupancy, or any
restricted use or right granted unto it by this Agreement. Any attempt to assign, sell, or otherwise
transfer Licensee's interest under this this Agreement shall result in the automatic termination of
this Agreement for cause.
41. Nondiscrimination, Equal Employment, and American With Disabilities Act.
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Licensee shall not unlawfully discriminate against any person in its operations and
activities or otherwise in fulfilling its obligations under this Agreement. Contractor shall comply
with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of
providing any services funded by the City, including Titles I and II of the ADA (regarding
nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and
standards. In addition, Licensee shall take such steps, as may be required by applicable law, to
ensure nondiscrimination in employment against disabled persons. Licensee affirms that it shall
not discriminate against any person on the basis of any characteristic protected under applicable
federal or state law, including, where applicable, race, color, religion, sex, gender, gender identity,
sexual orientation, national origin, age, marital status, disability (physical or mental), genetic
information, or any other legally protected classification ("Protected Classes") in connection with
its performance under this License. Licensee further affirms that no otherwise qualified individual
shall, solely by reason of membership in a Protected Class, be excluded from participation in,
denied the benefits of, or subjected to discrimination under any program, activity, or service
conducted pursuant to this License. In connection with its operations under this License, including
the performance of services and the employment of personnel, Licensee shall provide equal
opportunity to all qualified individuals and shall not make any employment or business -related
decision based upon membership in a Protected Class.
42. Conflict of Interests.
Licensee acknowledges that it is aware of and shall comply with all applicable federal,
state, and local conflict of interest laws, including without limitation those of the City of Miami,
Miami -Dade County, and the State of Florida, as may be amended from time to time. Pursuant to
Section 2-611 of the City of Miami Code, as amended (the "City Code"), Licensee represents,
warrants, and certifies that, to the best of its knowledge, no officer, member, partner, manager,
employee, agent, or subcontractor of Licensee, nor any immediate family member of any such
person, is a City employee or serves as an elected official, board member, commissioner, or
appointed official of the City in violation of applicable conflict of interest laws or the City Code.
Licensee further represents, warrants, and covenants that no person or entity performing
services or exercising any functions or responsibilities under this License has any prohibited direct
or indirect financial interest in the City or in this Agreement that would constitute a conflict of
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interest under applicable law. Licensee shall not knowingly permit any person or entity with a
prohibited conflict of interest to participate in the performance of this License. Licensee shall
promptly disclose to the City in writing any actual, potential, or reasonably perceived conflict of
interest involving Licensee, its personnel, or its subcontractors.
43. Waiver of Jury Trial.
The parties hereby knowingly, voluntarily, intentionally, and irrevocably waive any right
to a trial by jury in any action, proceeding, or counterclaim arising out of, relating to, or in
connection with this License, any amendment or modification of this License, any related
agreement between the parties, or any course of conduct, course of dealing, statements (whether
oral or written), or actions of any party in connection with this License. The parties acknowledge
and agree that this waiver is a material inducement to enter into this License, and that each party
has relied upon this waiver in entering into the transactions contemplated hereby.
44. Waivers.
No waiver by either party of any breach or default under this Agreement shall be deemed
a waiver of any subsequent or other breach or default of the same or any other provision of this
Agreement. No delay or failure by either party to enforce any right, remedy, requirement, or
provision of this Agreement shall operate as, or be construed to constitute, a waiver of such right,
remedy, requirement, or provision. No waiver shall be effective unless set forth in a written
instrument expressly identifying the provision being waived and signed by the party against whom
enforcement of such waiver is sought. No course of dealing, course of performance, or failure to
enforce strict compliance with any term or condition of this Agreement shall be deemed to modify,
amend, or waive any provision of this Agreement.
45. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed and/or delivered, the Licensee agrees to perform, execute and/or deliver or cause to be
performed, executed and/or delivered any and all such further acts, deeds and assurances as
may be necessary to consummate the transactions contemplatedhereby.
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46. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal,
agent, partner or joint venture of the other. The City is not a guarantor or surety of the Licensee
or of any third party.
47. Authority.
Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement
and that the signatories below are duly authorized to execute this Agreement in their respective
behalf.
48. Amendments and Modifications.
No amendment or modification of any provision of this Agreement shall be effective or
binding unless set forth in a written instrument signed by both parties and approved by the City
Manager. The City Manager is further authorized, subject to approval by the City Attorney, to
execute and approve non -substantive amendments to this Agreement.
49. Compliance with All Applicable Laws.
The Licensee accepts this License and hereby acknowledges that Licensee's strict
compliance with all applicable federal, state and local laws, ordinances and regulations is a
condition of this Agreement, and the Licensee shall comply therewith as the same presently exist
and as they may be amended hereafter. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida regardless of any conflict of law or other rules
which would require the application of the laws of another jurisdiction.
50. E-Verify Employment Verification.
Licensee shall comply with all applicable federal, state, and local laws, rules, and
regulations governing employment eligibility verification, including the requirements of the U.S.
Department of Homeland Security's E-Verify program, as applicable. Licensee acknowledges
that the employment of unauthorized aliens in violation of Section 274A of the Immigration and
Nationality Act (8 U.S.C. § 1324a) constitutes a material breach of this Agreement and shall be
grounds for immediate termination by the City. To the extent required by applicable law, Licensee
32
shall utilize the U.S. Department of Homeland Security's E-Verify system (or successor system)
to verify the employment eligibility of all employees hired during the term of this Agreement.
Licensee shall maintain documentation evidencing such compliance upon request by the City.
Licensee shall include in all subconsultant, subcontractor, and similar agreements a requirement
that such entities comply with applicable employment eligibility verification laws, including
participation in E-Verify where required by law, and shall ensure flow -down compliance with this
Section.
51. Captions.
Title and paragraph headings and captions are for convenient reference only and are not a
part of this Agreement.
52. Interpretation.
This Agreement has been jointly negotiated by the parties and shall be deemed to have
been drafted by both parties. Accordingly, in the event of any ambiguity or question of
interpretation, this Agreement shall not be construed more strictly against either party based upon
the principle that a contract is to be construed against the drafting party, and such rule of
construction shall not apply.
53. Entire License/Agreement.
This Agreement, together with all exhibits and attachments, constitutes the entire
agreement between the parties with respect to the subject matter hereof and correctly sets forth the
respective rights, duties, and obligations of the parties as of its effective date. All prior or
contemporaneous agreements, licenses, negotiations, representations, warranties, promises, or
understandings, whether oral or written, not expressly set forth in this Agreement, are of no force
or effect and are hereby superseded in their entirety.
54. Third -Party Beneficiary.
This Agreement is solely for the benefit of the parties hereto and no third party shall be
entitled to claim or enforce any rights hereunder except as explicitly provided herein. Other than
the IG, there are no express or implied third -party beneficiaries.
33
55. Applicable Law; Venue; Attorney's Fees.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida, without regard to its conflict of laws principles. The parties agree that the venue
for any action, suit, or proceeding arising out of or relating to this Agreement shall be brought
exclusively in a court of competent jurisdiction located in Miami -Dade County, Florida. Each
party irrevocably submits to the personal jurisdiction of such courts and waives any objection to
venue. Each party shall bear its own attorneys' fees and costs in connection with any dispute,
action, or proceeding between the parties arising out of or relating to this Agreement, whether at
the administrative, pre -suit, trial, appellate, or post -judgment level.
56. Sovereign Immunity.
Nothing contained in this Agreement is any way intended to be a waiver or expansion of
the limitation placed upon the Indemnitees' liability as set forth in Chapter 768.28, Florida
Statutes. The Indemnitees do not waive sovereign immunity, and no claim or award against the
Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre-
judgment interest.
57. Antitrust Violator Vendors.
Licensee certifies that neither it nor any of its affiliates is currently listed on the Antitrust
Violator Vendor List maintained pursuant to Section 287.137, Florida Statutes. Licensee
acknowledges that, pursuant to Section 287.137, Florida Statutes, a person or affiliate that has been
placed on the Antitrust Violator Vendor List following a conviction or civil judgment for an
antitrust violation is prohibited from: (i) submitting bids, proposals, or replies to any public entity
for the provision of goods or services; (ii) submitting bids, proposals, or replies for the construction
or repair of any public building or public work; (iii) submitting bids, proposals, or replies for the
lease of real property to a public entity; (iv) being awarded or performing work as a grantee,
supplier, subcontractor, or consultant under any agreement with a public entity; and (v) transacting
new business with any public entity.
34
58. Anti -Human Trafficking.
The Licensee confirms and certifies that it is not in violation of Section 787.06, Florida
Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section
787.06, Florida Statutes. The Licensee shall execute and submit to the City an Affidavit, of even
date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated
herein as "Anti -Human Trafficking Affidavit". If the Licensee fails to comply with the terms of
this Section, the City may suspend or terminate this Agreement immediately, without prior notice,
and in no event shall the City be liable to Licensee for any compensation or for any damages
whatsoever.
59. Counterparts and Electronic Signatures.
This Agreement may be executed in counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute one and the same agreement. An
executed electronic scanned copy of this Agreement shall have the same force and effect as an
original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement
(whether by facsimile, PDF or other email transmission), which signature shall be binding on the
party whose name is contained therein. Any party providing an electronic signature agrees to
promptly execute and deliver to the other parties an original signed Agreement upon request.
60. Environmental Consideration.
Pursuant to the City's policies established pursuant to City of Miami Resolution No. R-26-
0131, Licensee shall not distribute, provide, or otherwise make available any single -use plastic or
polystyrene items in the Area, including but not limited to straws, utensils, stirrers, beverage
bottles, beverage containers, food containers, or carryout bags, except with respect to prepackaged
food products such as sealed ready -to -eat meals and snack packs where such items are integral to
the packaging as provided by a third -party manufacturer. Where reusable food service ware is not
practicable, Licensee will make commercially reasonable efforts to utilize environmentally
preferable alternatives, including unbleached, non -coated, recycled -content paper products and
other fiber -based food service ware, including certified compostable products, in accordance with
applicable law and industry standards.
35
61. Independent Inspector General; Access To Documents.
Without limitation of any other audit or inspection rights under this License or applicable
law, Licensee shall be subject to the audit, inspection, review, monitoring, and investigative
authority of the City of Miami Office of the Inspector General ("IG") pursuant to Section 2-160 of
the City Code. Licensee acknowledges that the IG may act directly or through independent private
sector inspectors general ("IPSIGs") or other professionals retained by the IG or the City, and may
review, investigate, and evaluate any activity, transaction, or record relating to this License.
Licensee shall maintain complete and accurate books, records, and supporting
documentation relating to this License for the Term and for five (5) years thereafter, or longer if
required by law. Upon request, Licensee shall promptly provide access to all non -privileged
records reasonably related to this License and shall fully cooperate with any IG audit or
investigation, including producing records within three (3) business days (or such shorter period
as required), making personnel reasonably available, and facilitating access to relevant third -party
records. Licensee may assert attorney -client privilege or work product protection only to the extent
applicable; however, all other objections, including confidentiality or trade secret claims, shall not
limit IG access, subject to applicable law governing handling of such information. Licensee shall
not obstruct, delay, or interfere with any IG audit or investigation, including subpoenas or
compulsory process issued under lawful authority.
Failure to comply with this Section constitutes a material breach of this License and entitles
the City to seek all remedies available under applicable law, including as applicable, to suspend
performance, withhold any applicable payments, set off any amounts due, terminate this License,
or a combination thereof. Licensee shall reimburse the City and/or IG for reasonable enforcement
costs. If the IG determines that fraud, corruption, legal violations, material noncompliance, or
overpayment has occurred, Licensee shall reimburse the City and/or IG for all reasonable audit
and investigative costs within thirty (30) days of invoice, with interest accruing on late amounts at
the rate specified in this License or the maximum rate permitted by law. The IG is an intended
third -party beneficiary of this Section, which shall survive termination or expiration of this
License.
[SIGNATURE PAGE FOLLOWS]
36
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized, this the day and year above written.
ATTEST:
Print Name:
Title:
(Corporate Seal)
ATTEST:
By:
�— Signed by:
,-DocuSigned by:
"-E46D7560DCF1459...
Todd B. Hannon, City Clerk
"Licensee"
SKY COFFEE BUENOS AIRES INC, a Florida
Profit Corporation
By:
Print Name: P�
Title:
(Authorized Corporate Officer)
"City"
CITY OF MIAMI, a municipal corporation
By:
,-Signed by:
'-A68C256F2C6A478...
James Reyes, City Manager
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS:
By:
•
,-Signed by:
RISbl7t.I (( (
'-88776E9FE88248B...
George K. Wysong 111
City Attorney Interim Director of Risk Management
REQUIREMENTS:
Matter 26-1471K (MRC)
Signed by:
By: Lr1 �vvi""
David Ruiz 27395C6318214E7...
37
EXHIBIT "A"
AREA
That certain portion of the City's Administrative Building known as the Miami Riverside Center
and located at 444 SW 2nd Avenue, Miami, Florida 33130, containing approximately 3,828 square
feet and more particularly depicted below:
ADVdS vllala1V
38
EXHIBIT `B"
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF 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
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $ 1,000,000
Damage to Rented Premises $100,000
B. Endorsements Required
City of Miami listed as an additional insured
Primary Insurance Clause Endorsement
Hired and Non -Owned Auto Endorsement
II. BUSINESS AUTOMOBILE LIABILITY
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 300,000
B. Endorsements Required
City of Miami listed as Additional Insured
III. WORKERS COMPENSATION
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$500,000 for bodily injury caused by an accident, each accident.
$500,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
39
IV. Umbrella Liability
A. Each Occurrence
Policy Aggregate
$ 1,000,000
$ 1,000,000
B. Endorsements Required
City of Miami listed as Additional Insured. Coverage is excess over the General
Liability, Auto and Employer's Liability Policy.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
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.
40
EXHIBIT "C"
COMPANY RESOLUTION
WHEREAS, C-et' oa ei ""• (,(..:2 a (company type:
Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of
performing the work described in the contract to which this resolution is attached; and
WHEREAS, the at a duly held company meeting has
considered the matter in accordance with the bylaws of the company;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD ofS2 C ' (same as
identified above) that this company is authorized to enter into the Agreement with the City, and
the c (company officer title) and the C r1p_f (company
officer title) are hereby authorized and directed to execute the Agreement in the name of this
Company and to execute any other document and perform any acts in connection therewith as may
be required to accomplish its purpose.
IN WITNESS WHEREOF, this day of 5,, , 2026.
C€ ' - i u� ? , j ("Licensee")
An --e•-JC— (State) Company
By:
(sign)
Print Name: Ps- i\ 1 ,
TITLE: CA.Ij/
(sign)
Print Name: AME J lA eAC Le—
oiLorpia
zi1
EXHIBIT "D"
CITY RESOLUTION
42
City of Miami
Legislation
Resolution
Enactment Number: R-26-0260
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 19396 Final Action Date:6/11/2026
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY OF MIAMI,
FLORIDA, AS AMENDED ("CITY CODE"), BY A FOUR -FIFTHS AFFIRMATIVE VOTE,
AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND
CONFIRMING THE CITY MANAGER'S RECOMMENDATION AND FINDINGS,
ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT COMPETITIVE SEALED
BIDDING IS NOT PRACTICABLE OR ADVANTAGEOUS, AND WAIVING THE
REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE CITY MANAGER
TO NEGOTIATE AND EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO
THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI ("CITY") AND SKY COFFEE
BUENOS AIRES INC, A FLORIDA FOR PROFIT CORPORATION, TO PROVIDE
FOOD AND BEVERAGE CONCESSION SERVICES AT NO COST TO THE CITY
("PROJECT") AT THE FOLLOWING CITY -OWNED PROPERTIES: (A) THE MIAMI
RIVERSIDE CENTER AT 444 SW 2ND AVENUE, MIAMI, FL 33130 FOR A TERM NOT
TO EXCEED TWO (2) YEARS; AND (B) THE MIAMI POLICE HEADQUARTERS AT
400 NW 2ND AVENUE, MIAMI, FL 33128 FOR A TERM NOT TO EXCEED FOUR (4)
YEARS; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE SUCH AGREEMENTS, AMENDMENTS, OR OTHER DOCUMENTS, IN
FORMS ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY TO
PROCEED WITH THE PROJECT, SUBJECT TO COMPLIANCE WITH ALL
APPLICABLE FEDERAL, STATE, AND LOCAL LAWS.
WHEREAS, on May 18, 2026, the City of Miami's ("City") concession vendor
unexpectedly ceased operations at the administrative building known as the Miami Riverside
Center at 444 Southwest 2nd Avenue, Miami, Florida 33130 ("MRC") and the Miami Police
Headquarters at 400 Northwest 2nd Avenue, Miami, Florida 33128 ("Police HQ") (collectively,
"Premises"); and
WHEREAS, as a result, there is no dedicated on -site food and beverage service
available for employees or visitors within the Premises; and
WHEREAS, Sky Coffee Buenos Aires Inc ("Sky Coffee") is a Florida for -profit
corporation, with the purpose of providing food and beverage concession services; and
WHEREAS, Sky Coffee has expressed its interest and ability to provide concession services
at the Premises; and
WHEREAS, waiving competitive sealed bidding and engaging Sky Coffee to provide
food and beverage concessions at the Premises will allow employees and visitors to obtain
these services as soon as possible without the delay associated with the formal competitive
procurement process to replace the concession vendor that unexpectedly ceased operations,
which is in the City's and the community's best interest; and
WHEREAS, the City and Sky Coffee desire and intend to enter into one or more
agreements ("Agreements") to provide food and beverage concession services within the
Premises at no cost to the City ("Project"); and
WHEREAS, pursuant to Section 18-85(a) of the City Code, the City Manager has
determined that competitive sealed bidding is not practicable or advantageous to the City and
has recommended waiving competitive sealed bidding requirements, with the written findings
supporting such determination attached hereto and incorporated herein as Exhibit "A"; and
WHEREAS, the City Manager's recommendation and written findings must be ratified,
confirmed, and approved by the City Commission by a four -fifths (4/5ths) affirmative vote after
an advertised public hearing;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. Pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, as
amended ("City Code"), by a four -fifths (4/5ths) affirmative vote, after an advertised public
hearing, the City Manager's written findings that competitive sealed bidding is not practicable or
advantageous to the City are hereby ratified, approved, and confirmed, and competitive sealed
bidding requirements are accordingly waived.
Section 3. The City Manager is hereby authorized' to negotiate and execute the
Agreements, in forms acceptable to the City Attorney, with Sky Coffee for the provision of food
and beverage concession services, at no cost to the City, at the MRC for a term not to exceed
two (2) years, and at the Police HQ for a term not to exceed four (4) years.
Section 4. The City Manager is further authorized' to negotiate and execute such
agreements, amendments or other documents, in forms acceptable to the City Attorney, as may
be necessary for the Project, subject to compliance with applicable Federal, State, and local
laws.
Section 5. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND CORRECTNESS:
rge Wy j ng III, C ty ttor -y 6/2/2026
1 The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to those prescribed by applicable City Charter and City Code
provisions.
EXHIBIT "E"
ANTI -HUMAN TRAFFICKING AFFIDAVIT
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongovernmental entity authorized to transact
business in the State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a
contract (including, but not limited to, any amendments, as applicable) with
the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or
other City entity which constitutes a governmental entity as defined in Section
287.138(1), Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida
Statutes (2024), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services
as defined in Section 787.06, Florida Statutes (2024).
Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare
the following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit
and that the facts, statements and representations provided in Section 1 are
true and correct.
b. I am an officer, a representative, or individual of the nongovernmental
entity authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/Individual:
gi5) )-
Wee_ nc_
Name: R/DO4 2/ AP3 Title:
Signature:
I 50iCcarc. lC1 BI VCI n Tt. 3 1
Email Address: rkoS\ e___ 1/41oo.0 Main Phone Number: 41-'L1r
Office Address:
43
EXHIBIT "F"
MENU AND PRICING
44
The City Grounds was created with one purpose:
to serve the people who keep the City of Miami moving.
Located inside the City of Miami building
at 444 SW 2nd Avenue, Miami, Florida,
our cafe was thoughtfully designed for city
employees, residents, contractors, architects,
engineers, business owners, and visitors
who come here every day to build, improve,
and serve our community.
Our name reflects who we are.
CITY represents our connection to the City of Miami
and the people who work, visit, and grow with it
every day.
GROUNDS has a double meaning. It represents
freshly ground coffee —the heart of every
great cup —and it also represents a welcoming
place where people can gather, connect, recharge,
and enjoy a moment of their day.
At The City Grounds by Sky Coffee, we believe that
great coffee and fresh food can make every visit
more enjoyable. Whether you're stopping in before
a meeting, taking a break between appointments,
or simply looking for a welcoming place to relax,
we're here to serve you with quality, warmth,
and genuine hospitality.
To serve the City of Miami,
one cup at a time. C')
SSS
13)
GOOD COFFEE.
GOOD FOOD.
Ooo,
GOOD PEOPLE.
Eft
1fI
IF
THE
I.:L
-1-
CITY
GROUNDS
skycoffe-e
e BEVERAGE MENU 6.
COFFEE
Colada $1.75
Espresso $1.00
Cortado $1.50
Macchiato $1.50
Cafe Latte/Cafe con Leche (Hot/Iced)
8 oz $1.75 1 12 oz $2.99 116 oz $3.20
Matcha Latte (Hot/Iced) 12 oz $5.00
Flat White $4.50
Americano
8 oz $1.75 112 oz $2.69 116 oz $2.99
Hot Chocolate $4.00
SMOOTHIES (12 oz)
$5.00
Strawberry, Blueberry,
Mango, Passion Fruit
COLD BEVERAGES
Soft Drinks $1.50
Bottled Water $1.25
Coconut Water $2.00
Apple Juice $3.00
Red Bull $4.50
Chocolate Milk (Kids) $2.80
ICED TEA & LEMONADE
Iced Tea $2.50
Arnold Palmer $3.00
Mango Arnold Palmer $3.25
Passion Fruit Arnold Palmer $3.25
Fresh Lemonade
8 oz $3.00 112 oz $3.50 116 oz $4.00
FRESH JUICES
Orange Juice:
8 oz $3.50 112 oz $5.00
Orange Carrot:
8 oz $3.50 112 oz $5.00
Green Juice:
8 oz $6.00 112 oz $8.00
MILKSHAKES
$5.50
Banana, Wheat Malt, Mamey,
Papaya, Mango, Strawberry,
Chocolate, Vanilla
ADD-ONS
Flavor Shots for the coffee +$0.50:
Dulce de Leche, Caramel, Chocolate,
White Chocolate, Vanilla, Hazelnut,
Pumpkin Spice.
71.& Opt :
Whole & 2% Included I Oat +$1.00 I Almond +$1.00 I Coconut +$1.00
GOOD COFFEE. GOOD FOOD. GOOD PEOPLE. d
1
THE
CITY
GROUNDS
4y-s)kycoff-ee
Breaieja,st Mena,
CI BREAKFAST SERVED DAILY 1 7:00 AM - 11:00 AM
BREAKFAST SANDWICHES
Egg & Cheese _ $2.79
Bacon, Egg & Cheese $3.20
Ham, Egg & Cheese ..._...... $3.20
Turkey, Egg & Cheese $3.20
Veggie Egg & Cheese $3.20
Extra Egg +$1.00
• TOASTS
Avocado Toast $6.50
Smoked Salmon Toast $8.50
Cuban Toast $1.50
Sourdough Toast $2.75
Cheese Toast $2.85
BAGELS
Bagel & Butter _.. $2.00
Bag& & Cream Cheese $2.50
oPANCAKES
Pancakes $3.00
0 BUILD YOUR OWN OMELET
Includes Any 5 Toppings .. $5.99
Tappings:
Meats: Bacon, Ham, Turkey, Sausage
Veggies: Tomatoes, Peppers, Mushrooms, Onions
Cheeses: American, Swiss, Provolone
CEREALS & HEALTHY OPTIONS
0 EGGS YOUR WAY
Scrambled or Fried Eggs
with Choice of Two Sides $4.99
Sides: Bacon, Ham, Sausage,
Home Fries, Hash Browns
Extra Side .............. +$2.50
Cereal $2.00
Cereal with Milk 52.99
Yogurt Parfait $3.00
Fruit Bowl $3.00
Ayai Bowl $5.00
Oatmeal ........... ...._....._ $3.00
MIX & SAVE
Cuban Toast + Latte or Cafe con Leche $3.00
2 Argentine Medialunas + Latte or Cafe con Leche $4.80
Egg Sandwich + Coffee or Cafe con Leche _ $4.50
BAKERY V,
0
Croquets $1.00
Madeleines $1.00
Pastry/Pastelitos ._ $1.50
French Macaron $1.50
Argentine Medialuna $1.75
Filled Argentine Medialuna $2.00
(Filling options: Dufce de Leche,
Nutella, Quince, Guava, Pistachio)
0
Empanada $3.30
St.et the-ex/sew?
Fresh ingredients, made with care,
to fuel your day at the City.
GOOD COFFEE. GOOD FOOD. GOOD PEOPLE. d
THE -
"'-tea
F'=•1s-CITY GROUNDS
Sk-Y- C6ge-e-
40 Wraps, Sandwiches, Quesadillas & Bakery Menu 4
SANDWICHES
Ham & Cheese $6.99
Turkey & Cheese $6.99
Tuna Salad Sandwich $6.99
Cuban Sandwich $6.99
Media Noche $6.99
Croqueta Preparada $6.99
Choripan $6.99
Argentine Tea Sandwich (Miga) $6.99
Caprese Sandwich $6.99
Club Sandwich $6.99
Grilled Chicken Sandwich $7.50
Cantimpalo Sandwich $7.90
Steak Sandwich/Pan con Bistec $7.99
Brie and Fig $8.00
Classic Burger $9.99
Milanesa Sandwich $10.90
Croqueta $1.00
Madeleines $1.00
Pastry/Pastelitos $1.50
French Macaron $1.50
Argentine Medialuna $1.75
Filled Argentine Medialuna $2.00
(Filling options: Duke de Leche,
Nutella, Quince, Guava, Pistachio)
Empanada $3.30
WRAPS
0
Chicken Caesar Wrap $6.99
Roasted Pork Wrap $6.99
Tuna Wrap $6.99
QUESADILLAS
Chicken Quesadilla — Flour Tortilla, Cheese,
Onions, Peppers & Chicken . $7.99
Steak Quesadilla — Flour Tortilla, Cheese,
Onions, Peppers & Steak $7.99
Cuban Quesadilla — Flour Tortilla, Cheese,
Ham, Roasted Pork, Onions & Peppers $7,99
Naked Quesadilla — All the ingredients served
over Lettuce (No Tortilla) $7.99
Q BAKERY
Croqueta
Madeleines
Pastelitos
Macaron
Empanada
GOOD COFFEE: GOOD FOOD. GOOD PEOPLE.
Fresh Fruit Bowl
Brownie a la Mode
L i
65 SOUPS
Soup Cup $2.50
Soup Bowl $3.75
CITY GROUNDS
by sky cope
eL 71'7etu
LUNCH SPECIALS
Al! Entrees include Your Choice of 3 Sides
Quarter Roasted Chicken $6.99
Lasagna $8.00
Coconut Shrimp $8.00
Roasted Pork $9.00
Daily Special $9.00
Baked Salmon $11.00
Breaded Milanesa $11.00
Palomilla Steak $11.00
Vaca Frita $11.00
Argentine New York Steak S16.00
l,-
P7Q
THE
CITY GROUNDS
ws. DAILY SPECIALS
Our Daily Specials change every day
and may include:
• Beef Stew with Potatoes/Carve con papa
• Cuban Ground Beef/ Picadillo
• Chicken Fajitas
• Steak Fajitas
• Italian -Style Liver
• Chicken Tenders
• Ropa Vieja
• Chicken Fricassee
• Chicken Vaca Frita
• Baked Fish
• Fried Pork Chunks (Masitas de Cerdo)
• Pork Steak with Onions
• Chicken Cordon Bleu
• Chicken with Mushroom Sauce
• Arroz Imperial
• Arroz con Pollo
11)
Pe-s-s;e44
DESSERTS L
1
Fll a $4.00
Bread Pudding $4.00
Creme Brulee $4.00
Rice Pudding $4.00
$4.00
$6.00
HOT & READY
8 Chicken Wings $6.00
3 Chicken Tenders S6.00
SIDE OPTIONS
• French Fries
• Sweet Plantains
• Fried Green Plantains (Tostones)
• White Rice
• Congri (White rice & black beans)
counts as 2 sides
• Beans of the Day
• Soup of the Day
• House Salad
• Vegetables of the Day
GOOD COFFEE. GOOD FOOD. GOOD PEOPLE. c7
Olivera, Rosemary
From: Alfonsin, Gabriela
Sent: Wednesday, August 19, 2026 10:06 AM
To: Hannon, Todd; Olivera, Rosemary; Ewan, Nicole
Subject: Sky Coffee Agreements
Attachments: Sky Coffee - MRC.pdf; Sky Coffee - PD HQ.pdf
Good morning,
Attached please find a fully executed copy from Docusign that is to be considered an original of the two
agreements with Sky Coffee for concession services at MRC and PD HQ.
They are separate agreements but were approved under the same resolution.
Thank you,
Gabriela Alfonsin, MPA
Lease Manager
Department of Real Estate and Asset Management (DREAM)
14 NE 1st Avenue, 2' Floor, Miami, FL 33132
Tel: 305-416-1461
1