8 - Farmer's Market Agreement Earth Learning revisedPage 1 of 7
FARMER'S MARKET AGREEMENT 1
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This Agreement is entered into on this ____ day of ____________, between the City of South 3
Miami, a municipal corporation ("City") and Earth Learning, Inc. (“Earth Learning”), collectively 4
referred to as the Parties ("Parties") 5
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WHEREAS, the City is desirous of having an open air farmer's market ("Market"); and 7
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WHEREAS, the City desires to engage and retain the services of EARTH LEARNING to 9
develop, establish, and manage the Market at City Hall, 6130 Sunset Drive, South Miami, FL 33143; 10
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THEREFORE the parties hereby agree to the following terms and conditions: 12
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1. EARTH LEARNING shall develop, produce, and manage the Market and recruiting 14
vendors. 15
2. The Market days shall be Saturday and Sunday of each week and the Market’s hours of 16
operation shall be from 9:00 a.m. until 2:00 p.m. The Market shall commence setting up for business no 17
earlier than 7:00 a.m. and the entire Market, including, but not limited to, all merchandise, tables, chairs, 18
tents and debris shall be removed from the Market location no later than 3:00 p.m. of each market day. 19
EARTH LEARNING shall leave the site and the Market area in clean condition and the market site shall 20
be returned to its original condition as it was found at7:00 a.m. of that same day. 21
3. EARTH LEARNING may shall either provide port-a-toilets, or use the bathrooms at City 22
Hall, provided it makes arrangements, a week in advance of such use, with the City Manager and pay for 23
the cost of the maintenance of the bathrooms at City Hall and it shall hire an off duty City police officer 24
to patrol the inside of City Hall during such use or find some other alternative means of providing such 25
facilities. If EARTH LEARNING chooses not to pay for the cost of using the City Hall bathrooms, 26
these facilities shall be off limits to the Market, its vendors and customers. If the Market chooses to 27
provide for the temporary installation of port-a-toilets, the location shall be designated by the City 28
Manager and the port-a-toilets shall be in place and operational by 7:00 a.m. on Saturday and the port-a-29
toilets shall be removed on Sunday by 3:00 p.m. 30
4. EARTH LEARNING shall pay the City $25.00 each month to reimburse the City for the 31
use of the City’s electricity and water. shall, at its expense, install a permanent power pole in order to 32
provide electricity to the Market and the number of power poles and their locations shall be approved by 33
the City Manager. The installation of the power pole shall comply with all city, county and state codes. 34
The electrical service shall be ordered by and billed directly to EARTH LEARNING. 35
5. EARTH LEARNING shall comply with the City’s insurance requirements that are 36
enumerated on the attached Exhibit A and it shall sign the City’s indemnification agreement in the same 37
form as is required for special events. EARTH LEARNING shall comply with all safety requirements 38
that are dictated by the City Manager or the City’s Human Resource Director. 39
6. EARTH LEARNING may place two temporary signs advertising the market provided the 40
signs and their placement are approved by the City Manager, the City's Planning and Zoning Department 41
and its Public Works Departments. The signs shall be provided by EARTH LEARNING at its own 42
expense and shall be set in place by the operator every week during market hours provided the location 43
and the manner of their placement does not harm City property and provided it is approved by the City's 44
Planning and Zoning Department and its Public Works Departments. The signs shall not be erected 45
unless their temporary installation can be accomplished without causing the City to incur any direct 46
expense. 47
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7. EARTH LEARNING shall provide the City with ten (10) spots for citizens and/or 1
employees for any training conducted by EARTH LEARNING, assuming that it has 35 or more slots 2
available. 3
8. The City resolves to provide advertising and to support the Market in the following manner, 4
provided it does not cause the City to make any direct payment to anyone and provided the indirect cost 5
to the City is de minimus: 6
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a. The City shall allow the installation of a banner, advertising the market, to span Sunset 8
Drive east of US 1 for a period of one month, during the summer, commencing on June 1 and 9
one month, during the fall, commencing on November 1, provided the location and the manner 10
of placement of the banner is approved by the City Manager, the City's Planning and Zoning 11
Department and its Public Works Departments. The City shall also allow the installation of a 12
banner over Sunset Drive at 5995 Sunset Drive during the period February 16th through March 13
2 in order to promote the Market. EARTH LEARNING shall provide the banner and reimburse 14
the City for the staff costs for erecting and taking down the banners. 15
b. The City shall list the weekly market on the calendar of events on the City's webpage. 16
c. From June 1, 20121 through September October 301, 20121, during market hours, the 17
market may close the driveway/parking area that runs from the street entrance to City Hall, 18
nearest the library, to the rear of City Hall and that is between City Hall and the library, for 19
placement of market stall (“the Summer Market Site”). The Summer Market Site is limited to 20
the driveway and parking area, as defined by the hash marked area depicted in the sketch of an 21
aerial view of City Hall that is attached as Exhibit B-1 to this Agreement. This space shall not 22
include the driveway and parking spaces on the library side of this parking area. From June 1, 23
2012 through September 30, 2012,June 1, 2011 through October 31, 2011, the City shall forgive 24
lost revenue on the nine parking meters located in the Summer Market Site for the time on 25
Saturdays when the market occupies the driveway and parking spaces in question. 26
d. EARTH LEARNING shall erect a wooden barricade, to the satisfaction of the City 27
Manager, to block traffic from entering the Summer Market Site, at either end of the 28
driveway/parking area occupied by the Market. Neither the market nor the barricade shall 29
block, to any degree, the passage of vehicles moving along the library side of the parking area 30
from the rear of City Hall to Sunset Drive. 31
e. From OctoberNovember 1, 2011 through May 31, 20121, the market shall only 32
occupy the driveway and parking spaces adjacent to side entrance to City Hall and the front 33
entrance to the Sylva Martin Building that face Sunset Drive (“Winter Market Site”). The 34
Winter Market Site is marked with hash marks on Exhibit B-2. EARTH LEARNING shall 35
erect a wooden barricade, to the satisfaction of the City Manager, at either end of the driveway 36
and parking area designated for the Winter Market Site as marked on Exhibit B-2. 37
f. City shall provide the Market with the following: 38
• Pre-approved permit(s) for large tents, if needed; 39
• Access to external water and electricity, provided it does not require any 40
modifications to the existing locations; 41
• At the City's discretion it may provide certain marketing and/or 42
advertising. 43
• Recycling and garbage bins and access to dumpster, should the dumpster 44
become overflowed due to the Market's use it is the responsibility 45
of EARTH LEARNING to acquire additional dumpsters to satisfy the 46
additional utilization. 47
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9.Market Management: The management of the Market is the responsibility of EARTH 1
LEARNING who shall employ a Market Manager who will be responsible for the day-to-day operation 2
of the Market. EARTH LEARNING is responsible for monitoring the Market Manager's performance 3
and has sole discretion in the hiring, retention, and termination the Market Manager. EARTH 4
LEARNING is responsible for all actions taken and decisions made by the Market Manager. 5
10. Vendors: EARTH LEARNING mayshall provide the following vendors, which shall 6
include locally produced sustainably-grown fruits, vegetables, and value-added food products (at least 2 7
year-round, with additional value-added food products during the vegetable growing season): 8
a. Prepared food vendors (minimum of four [4]) 9
b. Local artisans and sustainably-produced crafts (minimum of six [6]) 10
c. Native and edible plant supplies and services (minimum of one [1]) 11
d. Green/appropriate technology vendors (minimum of one [1]) 12
e. Community-based/educational organizations (minimum of two [2]) 13
f. City Green Task Force presence (at the discretion of the City; one [1] tent) 14
g. City residents: back yard fruits and vegetables, local food vendors, neighborhood 15
initiatives (one [1] tent at no cost to the city) 16
11. Permitted market items: Fresh produce, plant items, flowers, baked goods, jellies, jams, 17
preserves, and other noncommercial food items, described below, may be sold. Cooking and food 18
preparation (as described below as "Prepared foods") will be allowed on-site but must conform to all 19
applicable laws and regulations. Artisan crafts (as described below) and green products and services may 20
be allowed at the sole discretion of EARTH LEARNING. Displays of public interest, such as nutritional, 21
health or consumer information, may be displayed at the sole discretion of EARTH LEARNING. 22
A. Fruits, vegetables, mushrooms, flowers, value-added: 23
1) Very local (25 miles), organically grown; 24
2) Local (150 miles), organically grown; 25
3) Southeast U.S., organically grown; 26
4) Local (150 miles) conventionally grown (non GMO). 27
B. Artisan Crafts: 28
1) Local, hand-made with sustainably harvested raw materials; 29
2) Other locals hand-made items with sustainably harvested raw materials; 30
C. Prepared foods: 31
1) Use local, organically-grown produce, meats, and dairy products (non-factory -32
farmed); 33
2) Use organically-grown produce, meats, and dairy products (non-factory-farmed); 34
3) Use conventional produce meats, and dairy products (non-factory-farmed). 35
12. Procedure: All policies and procedures will be submitted to and approved by the City 36
Manager fifteen (15) days prior to the Market's commencement. Any modifications to the policies must 37
be submitted to and approved by the City Manager fifteen (15) days prior to its effect. All Market 38
Vendor Agreements shall conform to this Agreement whenever possible. 39
13. Market fees: The fees are set forth in the fee schedule that has been marked as Appendix 40
1 and attached to this Agreement. 41
14. Sales tax collection: EARTH LEARNING shall ensure that all vendors conducting 42
business in the Market are informed that the vendors are responsible for their own sales tax collection 43
and submission to the State of Florida. 44
15. Display prices, licenses, product inspections, weights, measures, and pesticides rules: 45
EARTH LEARNING is solely responsible for developing and writing policies related to display of 46
prices, licenses, products inspection certificates, weights, measures, and pesticide disclosures. EARTH 47
LEARNING shall provide each vendor with a copy of the policies prior to the vendor commencing work 48
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at the Market. Vendors are required and responsible for obtaining and properly displaying all permits 1
required by Federal, State, County, and City laws. EARTH LEARNING is required to ensure that all 2
vendors are properly licensed, and all information properly displayed as required by law. 3
16. Reporting of accident: EARTH LEARNING shall develop and apply a Standard 4
Operating Procedure requiring vendors to report any and all injury or damage that occurs at the Market to 5
the Market Manager. The Market Manager shall compile an accident report log and submit a copy of the 6
log to the City Manager's Office within 3 working days after an injury or damage has occurred. If no 7
incidents or accidents occurred a negative report shall be delivered to the City Manager’s office three (3) 8
days following the end of each Market weekend. Each log must be signed by the Market Manager 9
stipulating that he/she reviewed the log. 10
17. Prohibited activities: Any activity not specifically authorized by this agreement is not 11
authorized. Should EARTH LEARNING wish to add an activity that is not specifically included in this 12
agreement, then a letter describing the activity must be submitted to the City Manager for approval. The 13
City Manager is the sole authorized representative of the City that may approve or deny any additional 14
activity for the Market. 15
18. Violations by vendors: It shall be the responsibility of EARTH LEARNING to address 16
any and all violations of this agreement by vendors. It is the sole responsibility of EARTH LEARNING 17
to deal with vendor(s) who are in violation of EARTH LEARNING policies and procedures. EARTH 18
LEARNING is responsible for enforcing the Market rules and it is the responsibility of EARTH 19
LEARNING to ensure that vendors abide by the approved rules. 20
19. Live animals: The sale of live animals is expressly prohibited. Animals may be brought 21
to the market on occasion for educational purposes and any pet that is brought to the market must be on a 22
leash or properly carried in a specialized pet container or transporter. 23
20. Vendor parking: All vendor trucks and/or trailers must be unloaded and parked off-site 24
before the Market opens. Vendors are responsible for finding and paying for their own parking. 25
21. Investments in infrastructure: The City, at its sole discretion, may develop the Market 26
as a premier South Florida green event and destination. EARTH LEARNING shall diligently seek to 27
develop a Market infrastructure with outside funding. EARTH LEARNING shall collaborate with the 28
City to find investors for needed Market infrastructure including a stage, bathroom facilities, utilities 29
hook-up and large tents for vendors. 30
22. Programming: EARTH LEARNING, in collaboration with the City and the Green Task 31
Force, will develop programming in order to build community awareness by engaging audiences in 32
workshops, dialog, healing arts, and participatory activities. EARTH LEARNING will meet with the 33
Green Task Force regularly for coordination. EARTH LEARNING understands that the Green Task 34
Force is an advisory committee and that it does not have any authority to approve or deny any 35
modification to this agreement. 36
23. Advertising: EARTH LEARNING will explore the development of an online social 37
networking site with the City in order to build further community awareness of the Market as well as 38
other potential EARTH LEARNING /City collaborative initiatives. 39
24. Agreement Termination: Either party may terminate this agreement with 60 days written 40
notice. 41
25. Notice: Any notice, demand, offer or other written instrument required or permitted to be 42
given, made or sent (hereinafter referred to as “Notice”) shall be in writing, signed by the party giving or 43
making it and shall be sent by facsimile transmission, e-mail, courier, Federal Express, and any other 44
means that provides for proof of delivery. The Notice shall be sent to the facsimile telephone number, e-45
mail address, street address or post office box as set forth herein below and hereinafter referred to as a 46
“Party’s Address” for the purposes of this paragraph. Refusal to accept delivery or failure to pick-up a 47
Notice within ten (10) after the first notification by the delivery service is sent (“First Notification”), 48
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shall be construed as receipt of same. The parties shall have the right to change the place to which the 1
Notice shall be sent to them by giving Notice as required for all other Notices and sent to all of the 2
parties to this Agreement. The date of delivery of the Notice, the date of refusal to accept delivery or the 3
date following 10 days from the date of First Notification shall be deemed to be the date of the offer, 4
demand, notice or other writing for the purpose of enforcing this Agreement and it shall be effective from 5
that date. 6
To City: Hector Mirabile, Ph. D. 7
(or the then current manager) 8
6130 Sunset Drive 9
South Miami, FL 33143-5093 10
With a copy to: Thomas F. Pepe, Esq. 11
(or the ten current City 12
Attorney) 13
6130 Sunset Drive 14
South Miami, FL 33143-5093 15
Maria M. Menendez, CMC 16
(or the then current City 17
Clerk) 18
6130 Sunset Drive 19
South Miami, FL 33143-5093 20
To Earth Learning, Inc.: [Insert Name and address] 21
26. Amendment: No amendment or modification of this Agreement shall be valid unless in 22
writing and duly executed by the parties affected by the amendment or modification. 23
27. Waiver: Any waiver of any breach of any provision of this Agreement or changes to this 24
agreement by either party must be made in written form, signed by both parties, and shall not be 25
considered as or constitute a continuing waiver of any other breach of the same or similar matter or any 26
other provision of this Agreement. 27
28. Severability: In the event that any portion of this Agreement is illegal or unenforceable, it 28
shall affect no other provisions of this Agreement, and the remainder of this Agreement shall be valid and 29
enforceable in accordance with its terms. 30
29. Assignment: Neither this Agreement nor any rights under this Agreement may be 31
assigned by either party. 32
30. Record Keeping: EARTH LEARNING shall maintain accurate and complete records 33
detailing all parking fees collected, parking violations issued, parking enforcement, staff hours and 34
claims arising out of its performance of this Agreement including the basis therefore and the amount 35
thereof. EARTH LEARNING shall provide copies of all such records to the CITY at the end of each 36
fiscal year and shall allow the CITY and its representatives to examine, review and audit any and all such 37
records, books, and other documents upon request at any time during the period commencing with the 38
execution of this Agreement and ending two (2) years following the expiration or termination of this 39
Agreement. 40
31. Time of the Essence: Time shall be of the essence with regard to all action to be taken 41
under the terms of this Agreement and no extension of time shall be allowed unless the extension of time 42
is provided for in a writing signed by the City. 43
32. No Remedy Exclusive: No remedy conferred upon or reserved to any party hereto, or 44
existing at law or in equity, shall be exclusive of any other available remedy or remedies, but each and 45
every such remedy shall be cumulative and shall be in addition to every other remedy given under this 46
Agreement or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right 47
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or power accruing upon any default shall impair any such right or power or shall be construed to be a 1
waiver thereof, but any such right and power may be exercised from time to time as often as may be 2
deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this Agreement, or 3
existing in law or in equity, it shall not be necessary to give notice, other than such notice as maybe herein 4
expressly required. 5
33. Restriction on Modification: This agreement contains the entire agreement of the parties 6
and no modification or amendment of any terms or provisions of this agreement shall be valid or binding 7
unless it complies with this paragraph. This agreement in general and this paragraph in particular, shall 8
not be modified, amended or waived except in writing signed by both parties. This agreement shall be 9
binding upon the heirs, guardians, personal representatives and assigns of both of the parties. 10
34. Waiver: No act or omission or verbal representation or statement shall be treated as an 11
expressed or implied waiver and all waivers shall be in writing signed by the party who is alleged to have 12
waived any of the terms and/or conditions of this Agreement. This Agreement contains the entire 13
understanding of the parties and no modification or amendment of any terms or provisions of this 14
Agreement shall be valid or binding unless it complies with this paragraph. This Agreement in general 15
and this paragraph in particular, shall not be modified, amended or waived except in writing signed by 16
both parties. The waiver of any breach or default of any of the terms of this Agreement shall not act as a 17
waiver of any subsequent breach or default. 18
35. Waiver of Jury Trial: The parties to this Agreement knowingly, irrevocably voluntarily 19
and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings 20
in respect to any action, proceeding, lawsuit or counterclaim arising out of this Agreement. 21
36. Law to be Applied and Venue: This agreement shall be subject to and shall be construed 22
under the laws of the State of Florida and in the event that this agreement is enforced, it shall be enforced 23
by a court of competent jurisdiction in Miami-Dade County, Florida. 24
37. Validity of Executed Copies: This agreement may be executed in several counterparts, 25
each of which may be construed as an original. 26
38. Rules of Interpretation: Throughout this agreement the male pronoun may be substituted 27
for female and neuter and the singular words substituted for plural and plural words substituted for 28
singular wherever applicable. 29
39. Restriction on Corporate Purchase of Stock: EARTH LEARNING shall not have a 30
right to change its majority stock owners without the approval of the City or the termination of this 31
Agreement. 32
40. Third Parties: Nothing contained herein shall indicate intent to benefit any third persons 33
who are not signatories to this Agreement. 34
41. Severability: If any provision of this agreement is illegal, invalid or against public 35
policy, the remainder of this agreement shall not be affected thereby and shall remain in full force and 36
effect. 37
42. Limitation on Headings: Any heading preceding the text of the paragraphs of this 38
agreement are inserted solely for the convenience of reference and shall not constitute a part of this 39
agreement nor shall they affect its meaning, construction or effect. 40
43. Attorney's Fees: In the event that any legal action or arbitration is necessary to enforce 41
any of the provisions of this agreement, then and in that event, the prevailing party shall have the right to 42
recover reasonable attorney`s fees and costs incurred and said fee shall be assessed against the non-43
prevailing party. Attorney`s fees shall be determined by the judge who has jurisdiction over the 44
arbitration or litigation and shall be taxed at a post trial motion. The term legal action shall include all 45
appellate review. 46
44. Effective Date: The parties agree that this Agreement shall take effect on the date first 47
above written. 48
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IN WITNESS WHEREOF, the parties have hereinafter set their hand and seals on the date set 2
forth herein below, in three (3) counterparts, each of which shall, without proof or accounting for the other 3
counterpart, be deemed an original Contract. 4
EARTH LEARNING, INC. 5
WITNESSES
Signature:
Name:
Title:
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ATTEST: OWNER: CITY OF SOUTH MIAMI
Signature: Signature:
Maria M. Menendez, CMC Hector Mirabile, PhD
City Clerk City Manager
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READ AND APPROVED AS TO FORM 12
LANGUAGE, LEGALITY AND EXECUTION 13
THEREOF: 14
15
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SIGNATURE: __________________________ 18
THOMAS PEPE, ESQ. 19
CITY ATTORNEY 20
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