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HomeMy Public PortalAboutAldan, LLCKEY BISCAYNE COMMUNITY CENTER CONCESSION AGREEMENT THIS COMMUNITY CENTER CONCESSION AGREEMENT (hereinafter the "Agreement") is made as of this 24th day of August , 2017 by and between the VILLAGE OF KEY BISCAYNE, a Florida municipal corporation (hereinafter the "Village") and ALDAN LLC. (hereinafter the "Concessionaire"). RECITALS A. The Village is the owner of that certain real property located at 95 West McIntyre Street, Key Biscayne, Miami -Dade County, Florida and commonly known as the Key Biscayne Community Center (the "Community Center"); B. The Village desires to grant Concessionaire a food and beverage concession (the "Concession") on the first floor of the Community Center in the approximate location shown on Exhibit "A" attached hereto (the "Concession Location"); and Concessionaire desires to secure such concession rights in the Community Center, and shall perform in accordance with this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into this Agreement by reference. 2. Concession Grant. The Village grants to Concessionaire and Concessionaire accepts from the Village an exclusive license to operate and maintain the Food and Beverage Concession at the Concession Location, subject to and in accordance with the terms of this Agreement, the Village's Request for Proposals and the Concessionaire's Proposal. The Concession granted shall constitute a non-exclusive license to use that portion of the Community Center designated as the Concession Location. In addition to the Concession Location, the Concessionaire shall also have use of the storage area behind the basketball court. Patrons of the Concessionaire may utilize, on an as -available basis, tables and chairs inside right -in -front of the concession area and outside on the adjacent pool patio, provided that the tables and chairs may not be exclusively reserved for Concessionaire use and the Village reserves its rights to alter or delete the pool patio area in its sole discretion during the term of this Concession Agreement. This Agreement does not constitute a lease, and no landlord/tenant relationship shall be created. This Agreement shall not impair or affect the Village's authority to host or allow special events at which foods and beverages are served by Village or other persons at the Community Center. 3. Condition of Concession Location. Taking possession of the Concession Location by Concessionaire shall constitute acknowledgment that the Community Center and the Concession Location are in good condition. Concessionaire shall accept the Concession Location in its presently existing condition, and the Village shall not be required to make any alterations to the Concession Location or to the Community Center. The parties hereto understand and agree 1 K:1Docs10103100113 A73467. DOCX that all of the existing improvements to the Concession Location less and except the Removable Items as provided in Article 8 (the "Improvements") are and shall remain the property of the Village. 4. Concession Fee. Concessionaire shall pay to the Village during the initial term of this Agreement $800.00 per month (the "Monthly Fee") for the use of the Concession Location. The payments shall be paid to the Village on the first (1st) day of each month in advance, and payments shall be made to the order of the Village of Key Biscayne and mailed to Village of Key Biscayne, 88 West McIntyre Street, Key Biscayne, Florida 33149, to the attention of Finance Director. 5. Use of Premises. The Concession Location shall be used by Concessionaire solely to conduct a food and beverage business, including coffeehouse accessories, and related goods and services. Existing coffee dispensers/machines elsewhere in the Community Center shall remain available to the public. Concessionaire shall not use or permit the Concession Location to be used for any other purpose. Concessionaire shall not sell, serve, provide or allow the consumption or use of any alcoholic beverages or tobacco products at the Concession Location. 6. Equipment required of Concessionaire. All equipment provided by Concessionaire that is removable from the Concession Location without any damage (the "Removable Items") to the Concession Location shall remain the property of Concessionaire and may be removed by Concessionaire at the termination of this Agreement. If such Removable Items are not removed within thirty (30) days after termination of this Agreement, it shall become the property of the Village, at the Village Manager's discretion. 7. Quality of Service. All items sold by Concessionaire shall be of first class quality, commensurate with the Community Center, and the services provided by Concessionaire shall be rendered courteously and efficiently. The Village reserves the right to prohibit the sale of any item that it deems objectionable, and the Village shall have the right to order the improvement of the quality of either the foods or the services rendered. 8. Rates and Charges. Maximum rates and charges for foods and beverages to be sold and services to be rendered are as set forth in the Concessionaire -proposed and Village - approved menu to be developed prior to the commencement of services and made part of this Concession Agreement by reference, which menu may be amended by agreement of the parties hereto. Concessionaire shall post the prices for all foods and beverages in such places as the Village Manager may designate. 9. Changes in Rates and Services. Concessionaire shall not change any approved rates and charges or curtail or diminish any food or beverage services provided for in this Agreement without first requesting and receiving permission from the Village Manager. 10. Hours of Operation. Concessionaire shall operate the Concession seven (7) days each week during the term of this Agreement from 7:30 a.m. to 5:30 p.m. on Monday through Friday, and from 8:00 a.m. to 4:00 p.m. on Saturday and Sunday. The Village Manager reserves the right to establish different hours of operation at any time that the Village Manager deems the same to be necessary, but shall not reduce hours to less than a total of sixty (60) hours per week. 2 K:1Docs10103100113 A73467. DOC X The Village shall determine those holidays for which the Community Center shall be closed to the public and to Concessionaire. The Concessionaire may request approval from the Village Manager to reduce the total hours of operation or alter the hours of operation, which approval shall not be unreasonably withheld. 11. Employees of Concessionaire. Concessionaire shall at all times employ only those persons of good moral character and Concessionaire shall not retain any employee that the Village considers to be unfit for employment or otherwise objectionable. All employees of Concessionaire shall be well groomed and neatly dressed at all times. Employees shall conduct themselves courteously in their relations with the public. 12. Utilities. The Village shall provide routine water, telephone, sewer and electric service. Concessionaire shall pay all applicable connection fees of utilities and any impact fees imposed by government entity concerning the Concession Location. Concessionaire shall pay for any long distance or toll telephone service. The failure or the interruption or termination of any utility services, in whole or in part, shall not render the Village liable in any respect to Concessionaire, nor work an abatement of the Monthly Fee, nor relieve Concessionaire from the obligation to fulfill any covenant or agreement hereof. 13. Term. The initial term of this Agreement shall be for two (2) years, and shall commence on the date indicated in a Notice to Proceed issued by the Village and end twenty-four (24) months thereafter. The term of this Agreement is subject to the option to renew as provided in Article 14, and to sooner termination as provided in Article 29 below. 14. Option to Renew. The Village shall have the option to renew this Agreement for up to three (3) successive additional one (1) year terms after the termination of the initial term, provided that at a time not later than ninety (90) days prior to the expiration of the initial or then current renewal term of this Agreement, Concessionaire serves a written notice on the Village Manager of Concessionaire's desire to extend the term of the Agreement, and provided further, that no Concessionaire uncured event of default has occurred and is continuing at the time the said option is exercised and at the time of expiration of the initial term or a renewal term, as the case may be. All of the provisions of this Agreement shall remain the same during any renewal term unless both parties mutually agree to revise any of the provisions. The option to renew is, and shall remain, subject to the provisions of Article 29 of this Agreement, concerning termination by the Village. 15. Repair and Maintenance of Concession Location. Except as provided in Article 16, Concessionaire shall maintain the Concession Location in good order and repair at Concessionaire's own expense during the entire term of this Agreement and any extensions and renewals thereof. Concessionaire shall perform any required maintenance and repairs at Concessionaire's own expense. If Concessionaire neglects or refuses to do so, the Village shall have the right to perform necessary maintenance or repairs for the account of Concessionaire, and Concessionaire shall promptly reimburse the Village for the cost of such necessary maintenance or repairs, provided that the Village shall first give Concessionaire ten (10) days written notice of its intention to perform necessary maintenance or repairs to enable Concessionaire to perform necessary maintenance or repairs at Concessionaire's own expense. The Village is responsible for 3 K:\Docs10103100113A73467.DOCX repairs to and maintenance of "rough" (to the interface of walls, floor or ceiling) HVAC, plumbing and electrical systems. 16. Structural Maintenance. Structural maintenance to the Concession Location and painting and decoration, whether interior or exterior, shall be done by the Village, except that the Concessionaire must repair any damages which it has caused. 17. Alterations. No alterations or additions of any character shall be made on or to the Concession Location by Concessionaire without obtaining the prior written consent of the Village which should not be unreasonably withheld. If alterations or additions are made, they shall be made at the sole cost and expense of Concessionaire, unless agreed otherwise in writing in case improvements will directly benefit the Village. 18. Improvements as Property of the Village. All new alterations and additions to the Improvements in the Concession Location, except as provided in Article 6 as to Removable Items, shall remain on the Concession Location and become the property of the Village on the termination of this Agreement. 19. Maintenance of Equipment. Concessionaire shall maintain all equipment used for the Concession in good working condition at all times, at Concessionaire's sole cost and expense, for the operation of the Concession. Concessionaire shall be responsible for replacing, with the exception of reasonable wear and tear, any equipment of the Village that becomes missing, damaged beyond repair, or too unsanitary for use; Concessionaire shall replace all equipment that Concessionaire has acquired or will acquire from the previous Concessionaire if it becomes unfit for use. 20. Premises to be Kept Clean. Concessionaire shall keep the Concession Location in a clean and sanitary condition at all times. Concessionaire shall store all trash and garbage in the containers provided by Concessionaire for that purpose. Concessionaire shall provide and pay for the removal of all trash and garbage from the Concession Location, if Village's solid waste collection service provider imposes any charge for such service. 21. Right of Access. The Village shall have access to the Concession Location, and to each part of the Concession Location, during the regular business hours of Concessionaire for the purpose of inspecting the same and making repairs to the Concession Location. 22. Damage to Concession Location. If at any time during the term of this Agreement the Concession Location is damaged by fire, act of nature, or other cause beyond the control of Concessionaire, to the extent that continued use of the Concession Location is not practical, Concessionaire may, on written notice to the Village delivered within ten (10) days after the damage has occurred, terminate this Agreement without any liability of Concessionaire to the Village except for the payment of concession fees accrued to the date of termination. Concessionaire shall not be responsible for the Monthly Fee, or any prorated portion thereof, during the period the Concession Location is unavailable due to fire, acts of nature, loss of power or other causes beyond the control of the Concessionaire. If Concessionaire does not elect to terminate this Agreement, the Village shall, with due diligence, restore the Concession Location to operative condition, but the Village shall not be obligated under this provision to expend on 4 K:\Does\0103\00 t\3A73467.DOCX such restoration more than the proceeds of any insurance received by it on account of the damage. The Village shall not be responsible for any profits lost by Concessionaire due to the partial or complete damage or destruction of the Concession Location. If the use of the Concession Location is not practical due to such damage, then Concessionaire shall not be responsible for the Monthly Fee from the date of the damage until the date that the repair is complete. 23. Signs, Advertising, Name. Concessionaire shall not erect any sign on the Concession Location or in the vicinity of the premises without obtaining the advance written approval of the Village Manager or his/her designee, which approval shall not be unreasonably withheld. The Concession Location shall be known by the name proposed by the Concessionaire and approved by the Village and this name may not be changed without obtaining the advance written approval of the Village Manager. 24. Licenses and Permits. Concessionaire shall obtain and pay for all Village, County, State and Federal permits and all licenses that may be required for the operation of the Concession and for all improvements and alterations made by the Concessionaire to the Concession Location as permitted by the terms of this Agreement. 25. Compliance with Laws. Concessionaire shall comply with applicable state and local laws governing the operation of the Concession and with Village's operating procedures for the Community Center. Violation of state laws or the ordinances of Miami -Dade County, Florida or the Village or Village's operating procedures shall be considered as cause for termination of this Agreement by Village. Village shall be responsible for the Community Center's compliance with the Americans with Disabilities Act (the "ADA"). However, Concessionaire shall be responsible for accommodating all special ADA-related requests arising out of Concessionaire's use of the Concession Location. 26. Payment of Bills. Concessionaire shall promptly pay all debts incurred by Concessionaire for the purchase of goods or services used by Concessionaire in the operation of the Concession, except for the utilities paid by the "Village" pursuant to Article 12. Concessionaire shall not allow any lien or purported lien to be placed on the Concession Location or equipment or upon the Community Center. The Community Center shall fully retain its immunity from all encumbrances or liens as municipal property. 27. Taxes. Concessionaire shall pay all taxes on personal property belonging to Concessionaire located on the Concession Location, and Concessionaire shall pay all sales and other taxes levied against the use and operation of the Concession business and the Monthly Fee. 28. Indemnification. Concessionaire shall defend, indemnify and hold harmless the Village, Village's officers and employees, from liabilities, damages, losses and costs, including, but not limited, reasonable attorney's fees, to the extent caused by gross negligence, recklessness or intentional wrongful conduct of the Concessionaire and persons employed or utilized by the Concessionaire in the performance of the Agreement. 5 K:1Docs101031001 `3A73467. DOCX 29. Tcrmination. 29.1 Termination for Convenience. The Village may terminate this Agreement at any time after the first 12 months of the initial Term, with or without cause, by providing ninety (90) days written notice to the Concessionaire of Village's election to terminate. 29.2 Discontinuance. If the Village Council decides to discontinue food and beverage Concession service at the Community Center, the Village may terminate this Agreement or any renewal thereof upon 120 days advance written notice to Concessionaire. 29.3 Concessionaire's Default. If Concessionaire is in default of any of the terms of this Agreement, the Village shall give Concessionaire a written notice specifying the particulars of such default. If Concessionaire fails to cure the default within thirty (30) days after receipt by Concessionaire of the notice, the Village may terminate this Agreement. 29.4 Termination by the Village. In the event that the Village terminates this Agreement during the initial term or during any renewal term, the Concessionaire shall have the option to remove the Removable Items pursuant to the terms and conditions set forth in Article 6 hereof or offer to sell to the Village such Removable Items at a price and terms then to be mutually agreed upon by the Village and Concessionaire. The Village may accept or reject such offer of sale by Concessionaire at its sole and absolute discretion. 29.5 Termination by Concessionaire. Concessionaire may terminate this Agreement at any time by giving ninety (90) days written notice to the Village of Concessionaire's intention to terminate. In the event that Concessionaire terminates this Agreement, no Termination Reimbursement shall be payable by the Village to Concessionaire. 29.6 Concession Location on Termination. On the termination of this Agreement for any reason, the Village shall have full authority to take full and exclusive possession and use of the Concession Location without the necessity of obtaining any legal process. Concessionaire stipulates that the Village shall not be liable to prosecution or for damages for resuming exclusive possession and use of the Concession Location. 30. Assignment Prohibited. Concessionaire shall operate the Concession directly through its employees and shall not assign any right, privilege, or license conferred by this Agreement; nor may Concessionaire sublicense the whole or any part of the Concession Location. 31. Nondiscrimination. Concessionaire shall not discriminate against any employee or applicant for employment because of race, color, creed, gender, religion, age, national origin or gender orientation. Concessionaire and Concessionaire's employees shall not discriminate against any person because of race, color, age, creed, religion, gender, gender orientation or national origin by refusing to furnish such person any service or privilege offered to or enjoyed by the general public. 32. Waiver of Breach. The waiver by the parties of any breach of any term contained in this Agreement shall not be deemed to be a waiver of such term for any subsequent breach of the same or any other term. The subsequent acceptance of a concession fee payment by the Village shall not be deemed to be a waiver of any prior occurring breach by Concessionaire of any term 6 K:1Docs10103100113A73467. DOCX contained in this Agreement regardless of the knowledge of the Village of the prior existing breach at the time of the acceptance of the concession fee payment. 33. Material Terms. Each term of this Agreement is material. A breach by Concessionaire of any one of the terms of this Agreement shall be considered to be a material breach of the entire Agreement and shall be grounds for the termination of the entire Agreement by the Village, after expiration of any applicable notice and cure period. 34. Headings for Convenience Only. The paragraph headings contained in this Agreement are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. 35. Force Maieure. Any prevention, delay, or stoppage due to strikes, walkouts, labor disputes, acts of God, inability to obtain labor, materials, or reasonable substitutes for the same, governmental restrictions, controls, or regulations, enemy or hostile governmental action, civil commotion, fire, or any other causes beyond the reasonable control of Concessionaire, shall not be deemed to be a breach of this Agreement. Concessionaire shall have a reasonable time after cessation of any of the above -mentioned causes to render performance. 36. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida and any proceeding arising between the parties in any manner pertaining or related to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. Each party hereby knowingly, voluntarily and intentionally waives any right they may have to a trial by jury in respect of any litigation based upon the Agreement or arising out of, under or in connection with any other agreement contemplated to be executed in conjunction herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party. This provision is a material inducement for the parties entering into this Agreement. 37. Modification. Notwithstanding any of the provisions of this Agreement, the parties, by mutual consent, may agree to modifications or additions to it. The Village shall have the right to grant reasonable extensions of time to Concessionaire for any purpose or for the performance of any obligation of Concessionaire under this Agreement. 38. Notices. Any notice which either party may or is required to give, shall be given in writing and shall be given by mailing the same, certified mail, return receipt requested, postage prepaid, or by hand delivery, or by overnight courier service, to the Village at the address shown below or Concessionaire at the address shown below, or at such other places as may be designated in writing by the parties from time to time. Notices may also be delivered by facsimile provided such notice is also sent by one of the methods in the preceding sentence. 7 K:1Docs10103100113 A73467. DOCX If to Village: Village of Key Biscayne 88 West McIntyre Street Key Biscayne, Florida 33149 Attention: John C. Gilbert, Village Manager Facsimile No.: (305) 365-8936 and Village of Key Biscayne 88 West McIntyre Street Key Biscayne, Florida 33149 Attn: Todd Hofferberth, Director, Parks and Recreation Dept. Facsimile No.: (305) 365-8991 with a copy to Steven Hellfman, Esq. Village Attorney Weiss Serota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, Florida 33134 In addition to being the duplicate addressee for notices to the Village, the principal contact for the Village in connection with this Agreement is the Director of the Recreation Department, which is currently Todd Hofferberth, unless otherwise directed by the Village Manager. If to Concessionaire: ALDAN LLC 575 CRANDON BLVD APT 504 KEY BISCAYNE, FL 33149 Attn: ALESSANDRA GRAPPONE MBR Facsimile No.: 39. Complete Agreement. This Agreement, when executed, together with the attached Exhibits, as provided for by this Agreement, shall constitute the entire Agreement between both parties and this Agreement may not be amended, modified or terminated except by writing signed by both parties. The Village Manager is authorized to act on behalf of the Village hereunder. 8 K:1Docs10103100113 A73467. DOC X 40. Reservation; Authority. 40.1 Rights Reserved. Any rights not expressly granted herein by Village to Concessionaire are reserved by Village. 40.2 Regulatory Approval. Village cannot, and hereby specifically does not, waive or relinquish any of its regulatory approval or enforcement rights and obligations as it may relate to regulations of general applicability which may govern the Concession or any operations at the Concession. Nothing herein shall be deemed to create an affirmative duty of Village to abrogate its sovereign right to exercise its police powers and governmental powers by approving or disapproving or taking any other action in accordance with its ordinances, rules and regulations, federal laws and regulations and state laws and regulations. 41. Counterparts. This Agreement and any amendments may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 42. Insurance. Concessionaire shall secure and maintain throughout the duration of this Agreement insurance of such types and in such amounts not less than those specified below as satisfactory to Village, naming the Village as an Additional Insured, underwritten by a firm rated A -X or better by A.M. Best and qualified to do business in the State of Florida. The insurance coverage shall be primary insurance with respect to the Village, its officials, employees, agents and volunteers naming the Village as additional insured. Any insurance maintained by the Village shall be in excess of the Concessionaire's insurance and shall not contribute to the Concessionaire' s insurance. The insurance coverages shall include at a minimum the amounts set forth in this Section 42 and may be increased by the Village as it deems necessary or prudent. 42.1 Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability Insurance shall also include Completed Operations and Product Liability coverages and eliminate the exclusion with respect to property under the care, custody and control of Concessionaire. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000 each. 42.2 Workers Compensation and Employer's Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer's Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Concessionaire shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker's Compensation insurance. 42.3 Business Automobile Liability with minimum limits of $500,000 per Occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non -Owned Vehicles. 42.4 Commercial All Risk Property Insurance covering all items included in Concessionaire's opeations and at the Concessionaire Location, including fixtures, equipment, 9 K:\Docs10 103\001 \3 A73467. DOCX merchandise and personal property located at the Concession Location, and all alterations, additions or changes made by Concessionaire, pursuant to Section 17, in an amount not less than 100% of their full replacement value. 42.5 Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured (except with respect to Professional Liability Insurance), no later than ten (10) days after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing any Concession services. Each certificate shall include no less than (30) thirty -day advance written notice to Village prior to cancellation, termination, or material alteration of said policies or insurance. The Concessionaire shall be responsible for assuring that the insurance certificates required by this Section remain in full force and effect for the duration of this Agreement, including any extensions or renewals that may be granted by the Village. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this Agreement and shall state that such insurance is as required by this Agreement. The Village reserves the right to inspect and return a certified copy of such policies, upon written request by the Village. If a policy is due to expire prior to the completion of the Concession services, renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the Village before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Village. 42.6 Additional Insured. The Village is to be specifically included as an Additional Insured for the liability of the Village resulting from the Concession services performed by or on behalf of the Concessionaire in performance of this Agreement. The Concessionaire's insurance, including that applicable to the Village as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Village shall be in excess of and shall not contribute to the Concessionaire's insurance. The Concessionaire's insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each. 42.7 Deductibles. All deductibles or self -insured retentions must be declared to and be reasonably approved by the Village. The Concessionaire shall be responsible for the payment of any deductible or self -insured retentions on Concessionaire's insurance in the event of any claim. 42.8 The provisions of this section shall survive termination of this Agreement. 43. Public Records Act Compliance 43.1 Concessionaire agrees to keep and maintain public records in Concessionaire's possession or control in connection with Concessionaire's performance under this Agreement. Concessionaire additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Concessionaire shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except 10 K:\Docs\0103100113A73467. DOCX as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Village. 43.2 Upon request from the Village custodian of public records, Concessionaire shall provide the Village 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 by Chapter 119, Florida Statutes, or as otherwise provided by law. 43.3 Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Village. 43.4 Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the Concessionaire shall be delivered by the Concessionaire to the Village Manager, at no cost to the Village, within seven (7) days. All such records stored electronically by Concessionaire shall be delivered to the Village in a format that is compatible with the Village's information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the Concessionaire shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 43.5 Any compensation due to Concessionaire shall be withheld until all records are received as provided herein. 43.6 Concessionaire's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Village. Section 119.0701(2)(a), Florida Statutes IF THE CONCESSIONAIRE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONCESSIONAIRE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: JENNIFER DUQUE, CMC, VILLAGE CLERK Mailing address: 88 West McIntyre Street, Key Biscayne, FL 33149 Telephone number: (305) 365-5506 Email: jduque(u�keybiscayne.fl.gov 11 K:1Docs10103100113A73467. DOCX IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. FOR THE CONCESSIONAIRE: WITNESSES: Pri Alf 4.4 ri Name: , 4t/ Attest: 61°D By: Villa • Cle Approved as to legal form and sufficie BY: illage A orney n(.) AL LLC, LLC, a Florida limited liability company B FOR THE VILLAGE: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation 12 K:\Docs\0I 03\00113 A73467. DOCX EXHIBIT "A" CONCESSION LOCATION The Concession is located with the Key Biscayne Community Center located at 95 West McIntyre St. Key Biscayne, Florida on the first floor of the Community Center adjacent to the front desk. 13 K:\Dots\0 103\00 I \3 A73467. DOCX Exhibit "B" Key Biscayne Community Center Concession Equipment Inventory The equipment and furnishings listed below were provided by the current Concessionaire and constitute Removable Equipment that the current Concessionaire may elect to remove or sell if the current Concessionaire does not propose for or is not awarded the new concession. 1. Two stainless steel hand wash sinks with dispenser — NSF component NO 15367 2. Two 36" stainless steel shelves 3. 3 bin stainless steel sink — Aero manufacturing 4. Two stainless steel refrigerators — Master Bilt # CCR — 49DR 5. One Hot Point microwave 6. One stainless steel display refrigerator w/ glass door and lighting — True Refrigerator 7. One stainless steel 6' prep table w/ 3 steel mesh bins 8. One stainless steel oven - Cadco Unox 9. One stainless steel meat cutter - Univex 10. Two 24" stainless steel shelves 11. One blender - Blendtec 12. One cabinet w/ two built in cup dispensers 13. One stainless steel juice maker - Breville 14. One stainless steel ice cream/refrigerator display — Sancher # C83FS — 150SC 15. One stainless steel ice cream/refrigerator display — Royal # PDO5LSC-T 16. One stainless steel ice cream scoop holder 17. Ten black rubber blender tops 18. Eight clear, plastic blender pitchers 19. Two grey plastic garbage bins 20. Four stainless steel cylinder holders/presenters 21. One espresso machine — Mr. Coffee 14 K :1D ocs10103100113 A 7 346 7. DOC X Exhibit "C" SINGLE EXECUTION AFFIDAVITS THIS FORM COMBINES SEVERAL AFFIDAVIT STATEMENTS TO BE SWORN TO BY THE PROPOSER AND NOTARIZED BELOW. IN THE EVENT THE PROPOSER CANNOT SWEAR TO ANY OF THESE AFFIDAVIT STATEMENTS, THE PROPOSER IS DEEMED TO BE NON -RESPONSIBLE AND IS NOT ELIGIBLE TO SUBMIT A PROPOSAL. THESE SINGLE EXECUTION AFFIDAVITS ARE STATEMENTS MADE ON BEHALF OF: ALDAN LLC_ BY: ALESSANDRA GRAPPONE Proposing Entity Individual's Name and Title FEIN of Proposing Entity Americans with Disabilities Act Compliance Affidavit The above named firm, corporation or organization is in compliance with and agreed to continue to comply with, and assure that any subcontractor, or third party contractor under this project complies with all applicable requirements of the laws listed below including, but not limited to, those provisions pertaining to employment, provision of programs and services, transportation, communications, access to facilities, renovations, and new construction. • The American with Disabilities Act of 1990 (ADA), Pub. L. 101-336, 104 Stat 327, 42 USC 1210112213 and 47 USC Sections 225 and 661 including Title I, Employment; Title II, Public Services; Title III, Public Accommodations and Services Operated by Private entities; Title IV, Telecommunications; and Title V, Miscellaneous Provisions. • The Florida Americans with Disabilities Accessibility Implementation Act of 1993, Section 553.501-553.513, Florida Statutes: • The Rehabilitation Act of 1973, 229 USC Section 794; • The Federal Transit Act, as amended 49 USC Section 1612; • The Fair Housing Act as amended 42 USC Section 3601-3631. Proposer Initials II. Public Entity Crimes Affidavit I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentations. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1 xb), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non jury trial, or entry of a plea of guilty or nolo contendere. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 15 K: \ Docs\01031001 \3 A 73467. DO C X 1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, and partners, shareholders, employees, members, and agents who are active in management of an entity. Based on information and belief, the statement, which I have marked below, is true in relations to the entity submitting this sworn statement. (INDICATE WHICH STATEMENT APPLIES.) I Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. Li The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida , Division of Administrative Hearings and the final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list (attach a copy of the final order). I understand that the submission of this form to the contracting officer for the public entity identified in paragraph 1 above is for that public entity only and that this form is valid through December 31 of the calendar year in which it is filed. I also understand that I am required to inform the public entity prior to entering into a contract in excess of the threshold amount provided in Section 287.017, Florida Statutes for category two of any change in the information contained in this form. 16 K:\Docs\0103\001 \3 A73467. DOC X Proposer Initials III. No Conflict of Interest or Contingent Fee Affidavit Proposer warrants that neither it nor any principal, employee, agent, representative nor family member has paid or will pay any fee or consideration that is contingent on the award or execution of a contract arising out of this solicitation. Proposer also warrants that neither it nor any principal, employee, agent, representative nor family member has procured or attempted to procure this contract in violation of any of the provisions of the Miami -Dade County conflict of interest or code of ethics ordinances. Further, Proposer acknowledges that any violation of these warrants will result in the termination of the contract and forfeiture of funds paid or to be paid to the Proposer should the Proposer be selected for the performance of this contract. Proposer Initials IV. Business Entity Affidavit Proposer hereby recognizes and certifies that no elected official, board member, or employee of the Village of Key Biscayne (the "Village") shall have a financial interest directly or indirectly in this transaction or any compensation to be paid under or through this transaction, and further, that no Village employee, nor any elected or appointed officer (including Village board members) of the Village, nor any spouse, parent or child of such employee or elected or appointed officer of the Village, may be a partner, officer, director or proprietor of Proposer or Vendor, and further, that no such Village employee or elected or appointed officer, or the spouse, parent or child of any of them, alone or in combination, may have a material interest in the Vendor or Proposer. Material interest means direct or indirect ownership of more than 5% of the total assets or capital stock of the Proposer. Any exception to these above described restrictions must be expressly provided by applicable law or ordinance and be confirmed in writing by Village. Further, Proposer recognizes that with respect to this transaction or bid, if any Proposer violates or is a party to a violation of the ethics ordinances or rules of the Village, the provisions of Miami -Dade County Code Section 2-11.1, as applicable to Village, or the provisions of Chapter 112, part III, Fla. Stat., the Code of Ethics for Public Officers and Employees, such Proposer may be disqualified from furnishing the goods or services for which the bid or proposal is submitted and may be further disqualified from submitting any future bids or proposals for goods or services to Village. Proposer Initials Sworn Signature of Proposing Entity Representative and Notarization for all above Affidavits: Signature Sworn to and subscribed before me this day , 20 Personally known 17 K:1Docs10103100113A73467.DOCX OR Produced identification Notary Public — State of Florida My commission expires: Type of identification Printed, typed or stampe 18 K:1Docs10103100113A73467. DOCX