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
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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.
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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
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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
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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.
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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
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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.
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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.
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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,
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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
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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
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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
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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.
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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
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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:
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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.
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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
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OR
Produced identification Notary Public — State of Florida
My commission expires:
Type of identification
Printed, typed or stampe
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