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2148 19/20 Historic Sanford Welcome Center (Farmers Market)HISTORIC SANFORD WELCOME CENTER, INC./CITY OF SANFORD PERMIT AND AGREEMENT RELATING TO FARMERS MARKET This Permit and Agreement is entered into as of September .,3c) , 2019,knw4r, .pro-tunc.-to September 30, 2020 with performance commencing on October 1, 2019), between the Historic Sanford Welcome Center, Inc. (the "Welcome Center"), whose address is 230 East First Street, Sanford Florida 32771, a non-profit corporation of the State of Florida, and the City of Sanford, Florida, a municipality of the State of Florida (the "City"), whose address is 300 North Park Avenue, Sanford, Florida 32771. WITNESSETH: Section 1. Duties of the Welcome Center; Rules. (a). Subject to the terms of this Permit and Agreement, and in consideration of the mutual benefits, rents, covenants, agreements and obligations set forth hereafter, the City and the Welcome Center agree as set forth herein. (b). The following rules shall be in effect at the Farmers Market and shall be enforced by the Welcome Center: (1). The Welcome Center is authorized to promulgate and utilize forms which implement the provisions of these Rules such as, but not limited to, a vendor's application to participate in the Market. (2). The Welcome Center shall have the authority to approve or deny applications from vendors to participate in the Market, but any denial must be based upon non-discriminatory and operational determinations. (3). The Welcome Center may establish and enforce the hours of operation for the Market. Hours of operation shall include, but not be limited to, hours and days when sales may occur, required set-up times, and closures due to inclement weather and other causes all subject to the times established in the provisions hereof. (4). All vendors shall be required to meet all Federal, State and local laws, rules, regulations, codes and ordinances and shall adhere to all such requirements at all times. Any required licenses shall be displayed as may be required by law or the permitting authority. Any required current local business tax receipts shall be procured from the City. (5). Vendors shall be charged for the use of Market space as may be determined by the Welcome Center. 1 I P ',I g e (6). Vendor sales may be for plants, bakery goods, produce, dry goods, consumable items, and associated and related holiday/seasonal items. Vendors may, more specifically, sell farm and food products including, but not limited to, fruit, vegetables, dairy, cut flowers, plants, cheese, cider, jams, jellies, relishes, honey, canned goods and baked goods. Vendors are liable for their own products. The Market and the City shall not be held accountable, liable or responsible for any product offered by a vendor. The sale, use or possession of alcoholic beverages is prohibited unless approved in accordance with the special events processes and procedures of the City. The sale of live animals prohibited. All products shall be of high quality and shall be clearly priced. (7). Product insurance requirements may be imposed by the Welcome Center. (8). Vendors shall be 18 years of age or older. Younger children may participate with a responsible adult having supervision of children at all times and the adult shall be responsible for the conduct and safety of any children present. (9). Vendors shall display their respective business names at all times during which they operated at the Market. (11 0). All vendors are responsible for payment of any local, State or Federal taxes. (111). Vendors shall present their products in a professional and clean manner, including the display of such products. Selling spaces shall be kept clean and neat. Samples may be offered, but only in a sanitary manner. (12). Use of profanity or belligerence shall be grounds for termination of selling privileges and immediate removal from the Market. Vendors shall maintain a courteous and professional manner at the Market. Acting in a manner that does not reflect highly upon the City in that it is not a generally accepted business practice is prohibited. All profane, abusive, discourteous, and boisterous language or conduct at or about the Market, by whoever uttered, is prohibited. (13). Vendor's products and signage shall be contained within the selling space unless otherwise approved by Welcome Center. (14). Growers who use the Market for sale of produce are 2 1 P s (,� subject to field inspections to verify the source of produce offered for sale. Growers may only sell first quality products at the Market. (15). Space size used at the Market, and the location of that space, shall be apportioned and assigned by the Welcome Center and enforced by the Welcome Center. (16). Fraudulent, dishonest, or deceptive merchandising, disruptive behavior, or collusion to set prices among vendors are prohibited. Vendors may distribute written materials as part of their for profit activities but not in violation of these rules; provide, however, that, the content of materials shall not be evaluated by the Welcome Center and only if material is unlawful shall the City's Police Department be contacted. (17). Vendors shall be solely responsible at all times for the cleanliness within their vending area regardless of the origin of the debris in that location. Each vendor is required to leave his or her space clean at the end of the day. Each vendor shall remove all residue or waste products, as well as signs, tents, tables, etc. at the end of each Market day. (18). Vendor parking shall be in designated areas only. No motor vehicle of any type is permitted in the Market area once the Market opens unless by prior approval by Welcome Center has been issued. (19). Market space is intended solely for use by for-profit enterprises and is intended to enhance the economic vibrancy of the Historic Downtown area wherein the Market is located. Space will not be allocated by the Welcome Center to a person or entity regardless of the views of the person or entity and regardless of the nature of the person or business when the space is not proposed for use in a for profit manner as set forth herein and is intended for use to proselytize, distribute literature, promote a cause or engage in any similar conduct or activity. Space shall not be allocated for religious, political or any other similar activity. (20). The Welcome Center is vested with full responsibility for enforcing all rules relative to the conduct of each vendor and all other participants at the Market. To that point, the Welcome Center shall only contact the City's Police Department should unlawful activity occur and shall be responsible for the enforcement of all rules imposed upon vendors. The Welcome Center, or her or his designated agent, shall have supervision and control authority over the activities of the Market and the designated Market area spaces assigned. The Welcome Center shall ensure that it does not extend or assert any jurisdiction over City streets, parks or facilities beyond the specifically permitted area provided for under the terms and conditions of this Permit and Agreement. Section 2. Authority. Each party hereto represents to the other that it has undertaken all necessary actions to execute this Permit and Agreement, and that it has the legal authority to enter into this Permit and Agreement and to undertake all obligations imposed on it. The persons executing this Permit and Agreement for each party certify that they are authorized to,bind the party fully to the terms of this Permit and Agreement. Section 3. Scope of Permit and Agreement; Direction of the Provision of Goods and Services. (a). This Permit and Agreement is for the provision of any and all goods and services necessary to implement a Farmers Market at Magnolia Square, including the courtyard area, located in the City on a weekly basis from the hours of 9:00 a.m. to 3:00 p.m. with the initial and the last hours identified for set ups and take downs. The area of Magnolia Square and the courtyard area which is the subject of this Permit and Agreement is attached as the exhibit hereto and is incorporated herein by this reference thereto. (b). The City's contact/project manager for all purposes under this Permit and Agreement shall be the following: Ms. Sonia Fonseca, MBA, FRA -RA Purchasing Manager Economic Development 300 North Park Ave. Sanford, Florida 32771 Direct — 407-562-2820 Cell — 407-721-2612 Email — Sonia.Fonseca@Sanfordfl.gov Section 4. Effective Date and Term of Permit and Agreement. This Permit and Agreement shall take effect on the dates as set forth above. This Permit and Agreement shall be in effect for a term of 1 year, ending September 30, 2019, with the opportunity for additional 1 year renewal periods when in the best interest of the City. The Welcome Center shall review the quality and status of the goods and services delivered to the City with the City on a semi-annual basis. In any event, this Permit and Agreement shall remain in effect until the goods and services to be provided by the Welcome Center to the City have been fully provided in accordance with the requirements of the City; provided, however, that, the indemnification provisions and insurance provisions of the standard contractual terms and conditions referenced herein shall not terminate and the protections afforded to the City shall continue in effect subsequent to such goods and services being provided by the Welcome Center. 41 ti I a r e Section 5. Compensation. The parties agree to compensation in the sum of $16,000 for 52 weeks of providing a Farmers Market to the City at the Magnolia Square facility of the City. This fee is inclusive of all costs including tax receipts and insurance for the market operation. Section 6. Standard Contractual Terms and Conditions. All "Standard Contractual Terms and Conditions", as provided on the City's website, apply to this Permit and Agreement. Such Terms and Conditions may be found at the City's website; which can be reached at: (https://www.sanfordfl.gov/departments/finance/purchasing/contract-terms-and conditions or www.SanfordFL.gov). Section 7. The Welcome Center's Mandatory Compliance with Chapter 119, Florida Statutes, and Public Records Requests. (a). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Welcome Center must: (1). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (2). Provide the public with access to public records on the same terms and conditions that the City would provide the records and 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. (4). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Welcome Center upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (b). If the Welcome Center does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Permit and Agreement. (c). Failure by the Welcome Center to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Permit and Agreement by the City. The Welcome Center shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Welcome Center and shall promptly provide the City with a copy of the Welcome Center response to each such request. (d). IF THE CONTRACTORNENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, CMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@SANFORDFL.GOV. Section 8. Time is of the Essence. Time is hereby declared of the essence as to the lawful performance of all duties and obligations set forth in this Permit and Agreement. Section 9. Entire Permit and Agreement/Modification. This Permit and Agreement, together with all "Standard Contractual Terms and Conditions", as provided on the City's website and the attachments hereto (the documents relative to the procurement activity of the City leading to the award of this Permit and Agreement) constitute the entire integrated agreement between the City and the Welcome Center and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral in connection therewith and all the terms and provisions contained herein constitute the full and complete agreement between the parties hereto to the date hereof. This Permit and Agreement may only be amended, supplemented or modified by a formal written amendment of equal dignity herewith. In the event that the Welcome Center issues a purchase order, memorandum, letter, or any other instrument addressing the goods or services, work, and materials to be provided and performed pursuant to this Permit and Agreement, it is hereby specifically agreed and understood that any such purchase order, memorandum, letter, or other instrument shall have no effect on this Permit and Agreement unless agreed to by the City, specifically and in writing in a document of equal dignity herewith, and any and all terms, provisions, and conditions contained therein, whether printed or written or referenced on a Web site or otherwise, shall in no way modify the covenants, terms, and provisions of this Permit and Agreement and shall have no force or effect thereon. Section 10. Severability. If any term, provision or condition contained in this Permit and Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Permit and Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Permit and Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. Section 11. Waiver. The failure of the City to insist in any instance upon the strict performance of any provision of this Permit and Agreement, or to exercise any 6 1P �1 right or privilege granted to the City hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Section 12. Captions. The section headings and captions of this Permit and Agreement are for convenience and reference only and in no way define, limit, describe the scope or intent of this Permit and Agreement or any part thereof, or in any way affect this Permit and Agreement or construe any provision of this Permit and Agreement. Section 13. Counterparts. This Permit and Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. Section 14. Binding Effect. This Permit and Agreement shall be binding upon and inure to the benefit of the successors in interest, transferees and assigns of the parties. Each party hereto represents to the other that it has undertaken all necessary actions to execute this Permit and Agreement, and that it has the legal authority to enter into this Permit and Agreement and to undertake all obligations imposed on it. The signatories hereof represent that they have the requisite and legal authority to execute this Permit and Agreement and bind the respective parties herein. Section 15. Remedies. The rights and remedies of the parties, provided for under this Permit and Agreement, are in addition to any other rights and remedies provided by law or otherwise necessary in the public interest. Section 16. Governing law, Venue and Interpretation. This Permit and Agreement is to be governed by the laws of the State of Florida. Venue for any legal proceeding related to this Permit and Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. This Permit and Agreement is the result of bona fide arms length negotiations between the City and the Welcome Center, and all parties have contributed substantially and materially to the preparation of the Permit and Agreement. Accordingly, this Permit and Agreement shall not be construed or interpreted more strictly against any one party. than against any other party and all provisions shall be applied to fulfill the public interest. IN WITNESS WHEREOF, the City and the Welcome Center have executed this instrument for the purpose herein expressed and the Welcome Center represents and affirms that the signatories below have full and lawful authority to bind the Welcome Center in every respect. SIGNATURE BLOCKS FOLLOW: 7 1 P a ,c ATTESTMITNESSES: Brip!�Qag'ey Secretary Signatu Second Witness Printed Name ATTEST: (o �-fd Traci Houchin, CIVIC, FCRM Approved as to form and legality William L. Colbert, City Attorney HISTO CENTS By: Derrlck�, President NPUT111100 X1 CITY OF SANFORD Jeff Tripleit,/Mayor IN V11AX&M I t 81 P fi '�' t"