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HomeMy Public PortalAbout2023-75 Selecting and authorizing an agreement with Aguamiel, LLC for a food and beverage concession in the Community CenterRE SO L U T IO N N O . 2023-75 A RE S O L U T IO N O F T H E V IL L A G E C O UN C IL O F TH E V IL L A G E O F K E Y B ISC A Y N E , F L O RI D A , SE L E C T IN G A N D A U T H O RI Z IN G T H E V IL L A G E M A N A G E R TO N E G O T IA T E A N D E X E C U T E A C O N C E SSIO N A G RE E M E N T W IT H A G U A M IE L L L C FO R A FO O D A N D B E V E RA G E C O N C E SSIO N IN TH E V IL L A G E C O M M U N IT Y C E N T E R ; P R O V ID IN G FO R A U T H O RI Z A T IO N ; A N D PR O V ID IN G FO R A N E F F E C T IV E D A T E . W H E RE A S , on July 14, 2023, the Village of Key Biscayne (the "Village") issued Request for Proposal No. 2023-14 (the "RFP") for a food and beverage concession at the Village Community Center (the "Services"); and WHEREAS, two sealed proposals were received by the RFP deadline; and WHEREAS, on August 21, 2023, an Evaluation Committee appointed by the Village Manager evaluated the proposals submitted by the RFP deadline and ranked Aguamiel LLC (the "Contractor") as the highest ranked firm; and WHEREAS, the Village Council desires to select the Contractor and authorize the Village Manager to negotiate and execute a concession agreement, in substantially the form attached hereto as Exhibit "A," with the Contractor for the privilege of providing the Services in exchange for a $2,000 monthly concession fee to the Village; and WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the residents of the Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. Recitals. That each of the above-stated recitals are hereby adopted, confirmed, and incorporated herein. Page I of2 Section 2. Services. Section 3. Selection. That the Village Council hereby selects the Contractor for the Authorization. That the Village Council hereby authorizes the Village Manager to negotiate and execute a concession agreement, in substantially the form attached hereto as Exhibit "A," for the privilege of providing the Services in exchange for a $2,000 monthly concession fee to the Village, subject to the Village Attorney's approval as to form, content, and legal sufficiency. If an agreement cannot be reached with the Contractor, the Village Manager is authorized to negotiate and execute an agreement with the next highest ranked firm(s), in order of ranking, as provided in the Staff Memorandum supporting this Resolution, until an agreement in the best interest of the Village is reached. Section 4. Effective Date. That this Resolution shall be effective immediately upon adoption. PASSED and ADOPTED this 14th day of _,_N-'-'o"-'v'-=e=m=b=e1=-· , 2023. ATTEST: VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: WEISS SEROTA HELFMAN COLE & BIERMAN, P.L. VILLAGE ATTORNEY Page 2 of2 DocuSign Envelope ID: 0F109O59-764E-4BAF-A0EF-CCC6FA667260 KEY BISCAYNE COMMUNITY CENTER CONCESSION AGREEMENT THIS COMMUNITY CENTER CONCESSION AGREEMENT (hereinafter the "Agreement") is made as of this __ day of 1211812023 , 2023 by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation (hereinafter the "Village") and AGUAMIEL LLC (hereinafter the "Concessionaire"). WHEREAS, 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"); and WHEREAS, the Village desires to grant Concessionaire revocable license to operate a food and beverage concession (the "Concession") in accordance with Village Request for Proposal No. 2023-14 (the "RFP"), which RFP is incorporated by this reference as though fully set forth herein, the Scope of Services attached hereto as Exhibit "A," and the Concessionaire's Proposal attached hereto as Exhibit "B"; and WHEREAS, Concessionaire shall operate the Concession on the first floor of the Community Center in the approximate location shown on Exhibit "C" attached hereto (the "Concession Location"); and WHEREAS, the Village desires to engage the Concessionaire to perform the concession services at the Community Center and provide the deliverables as specified below. 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 the exclusive, revocable license to operate and maintain the food and beverage Concession in the Concession Location, subject to and in accordance with the terms of this Agreement, the Village's RFP, the Scope of Services attached hereto as Exhibit "A," the Concessionaire's Proposal attached hereto as Exhibit "B." The Concession granted shall constitute a license to use that portion of the Community Center designated as the Concession Location, as identified in Exhibit "C" attached hereto. 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 provide for vending machines containing snacks and beverages at the Community Center or 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 DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 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 that all of the existing improvements to the Concession Location less and except the Removable Items as provided in Article 6 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 $2,000.00 per month (the "Monthly Fee") together with all applicable sales taxes due thereon, for the exclusive, revocable license to operate the Concession at the Concession Location in accordance with the Concessionaire's Proposal attached hereto as Exhibit "B." 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 operate and maintain the food and beverage Concession. 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, the Removable Items 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, items, or the services rendered. 8. Menu 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, 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. [OMITTED] 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 7:00 p.m. on Monday to and including Thursday, and from 9:00 a.m. to 6:00 p.m. on Friday, 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. 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 Village of Key Biscayne, FL Contract No.: 2023-14 Page 2 of 13 DocuSign Envelope ID: 0F109D59-764E-4 BAF-A0EF-CCC6FA667260 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 expiration 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. Village of Key Biscayne, FL Contract No.: 2023-14 Page 3 of 13 DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 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 Manager. If alterations or additions are made, they shall be made at the sole cost and expense of Concessionaire. 18. Improvements as Property of the Village. All new alterations and additions to the Concession Location (the "Improvements"), 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 ofreasonable 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. 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 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. Village of Key Biscayne, FL Contract No.: 2023-14 Page 4 of 13 DocuSign Envelope ID: 0F109O59-764E-4 BAF-A0EF-CCC6FA667260 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. 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 all applicable federal, state, local, and Village 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. 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, the Monthly Fee and real property taxes, if any, assessed against the Concession Location. 28. Indemnification. 28.1 Concessionaire shall indemnify and hold harmless the Village, its officers, agents and employees, from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or damages, arising from Concessionaire's performance or non­ performance of any provision of this Agreement, including, but not limited to, liabilities arising from contracts between the Concessionaire and third parties made pursuant to this Agreement. Concessionaire shall reimburse the Village for all its expenses including reasonable attorneys' fees and costs incurred in and about the defense of any such claim or investigation and for any judgment or damages arising from Concessionaire's performance or non-performance of this Agreement. 28.2 Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. The Village is subject to section 768.28, Florida Statutes, as may be amended from time to time. 28.3 The provisions of this section shall survive termination of this Agreement. Village of Key Biscayne, FL Contract No.: 2023-14 Page 5 of 13 DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 29. Termination. 29.1 Termination for Convenience. The Village may terminate this Agreement for convenience at any time, with or without cause, by providing thirty (30) 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 30 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 twenty (20) days after receipt by Concessionaire of the notice, the Village may terminate this Agreement immediately for cause. 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 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 sub license 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, sex, age, or national origin or sexual orientation. Concessionaire and Concessionaire's employees shall not discriminate against any person because of race, color, age, creed, sex, sexual orientation or national origin by refusing to furnish such person any service or privilege offered to or enjoyed by the general public. 32. Independent Contractor. The Contractor and its employees, volunteers and agents shall be and remain an independent contractor and not an agent or employee of the Village with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties. 3 3. 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 Village of Key Biscayne, FL Contract No.: 2023-14 Page 6 of 13 DocuSign Envelope ID: 0F10 9D59-764E-4 BAF-A0EF-CCC6FA667260 shall not be deemed to be a waiver of any prior occurring breach by Concessionaire of any term 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. 34. 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. 35. Headings for Convenience Only. The article/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. 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. 37. Attorneys Fees and Waiver of Jury Trial. 37.1 In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. 37.2 IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY. 38. Entire Agreement/Modification/ Amendment. 38. l This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. 38.2 No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 39. Notices. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand-delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties ( or their successors) at the addresses listed on the signature page of this Agreement or such other address as the party may have designated by proper notice. 40. Conflicts; Order of Priority. This document without exhibits is referred to as the "Base Agreement." In the event of a conflict between the terms of this Base Agreement and any exhibits or attachments hereto, or any documents incorporated herein by reference, the Village of Key Biscayne, FL Contract No.: 2023-14 Page 7 of 13 DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 conflict shall be resolved in the following order of priorities and the more stringent criteria for performance of the Concession shall apply: 40.1 First Priority: amendments to this Base Agreement that are in writing and executed by both parties, with later amendments taking precedence; 40.2 Second Priority: this Base Agreement; 40.3 Third Priority: Exhibit "A," the Scope of Services; 40.4 Fourth Priority: Village Request for Proposal No. 2023-14; 40.5 Fifth Priority: Exhibit "C," the Concession Location; and 40.6 Sixth Priority: Exhibit "B," the Concessionaire's Proposal. 41. Reservation; Authority. 41.1 Rights Reserved. Concessionaire are reserved by Village. Any rights not expressly granted herein by Village to 41.2 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. 42. 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. 43. 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 Article and may be increased by the Village as it deems necessary or prudent. 43 .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 Village of Key Biscayne, FL Contract No.: 2023-14 Page 8 of 13 DocuSign Envelope ID : 0F109D59-764E-4 BAF-A0EF-CCC6FA667260 Concessionaire. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000 each. 43 .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. 43.3 Business Automobile Liability with minimum limits of $1,000,000 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. 43.4 Commercial All Risk Property Insurance covering all items included in Concessionaire's operations and at the Concessionaire Location, including fixtures, equipment, merchandise and personal property located at the Concession Location, and all alterations, additions or changes made by Concessionaire, pursuant to Article 17, in an amount not less than 100% of their full replacement value. 43.5 Certificate ofl nsurance. Certificates oflnsurance 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 Article 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. 43.6 A dditional 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, Village of Key Biscayne, FL Contract No.: 2023-14 Page 9 of 13 DocuSign Envelope ID: 0F109D59-764E-4 BAF-A0EF-CCC6FA667260 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. 43.7 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. 43.8 The provisions of this Article shall survive termination of this Agreement. 44. Severability. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 45. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 46. Prohibition of Contingency Fees. The Concessionaire warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Concessionaire, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the Concessionaire, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 49. Public Entity Crimes Affidavit. Concessionaire shall comply with Section 287 .13 3, Florida Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including execution of any required affidavit. 50. Public Records Act Compliance 50.1 Concessionaire acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, compiled information, and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by Concessionaire during the term of this Agreement ("Work Product") belong to the Village. Concessionaire shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 50.2 Concessionaire agrees to keep and maintain public records in Concessionaire's possession or control in connection with Concessionaire's performance under this Agreement. The Village Manager or her designee shall, during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement, have access to and the right to examine and audit any records of the Concessionaire involving transactions related to this Agreement. Concessionaire additionally agrees to comply specifically with the provisions of Village of Key Biscayne, FL Contra ct No.: 2023-14 Page 10 of 13 DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 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 as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Village. 50.3 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. 50.4 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. 50.5 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. 50.6 Any compensation due to Concessionaire shall be withheld until all records are received as provided herein. 50.7 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. 50.8 Notice Pursuant to 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Jocelyn B. Koch Mailing address: 88 West McIntyre Street Key Biscayne, FL 33149 Telephone number: 305-365-5506 Email: ikoch@keybiscayne.fl.gov 51. E-Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the Village requires all contractors doing business with the Village to register with and use the E­ Verify system to verify the work authorization status of all newly hired employees. The Village will not enter into a contract unless each party to the contract registers with and uses the E-Verify system. The contracting entity must provide of its proof of enrollment in E-Verify. For instructions on how to provide proof of the contracting entity's participation/enrollment in E-Verify, please visit: https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-e- Village of Key Biscayne, FL Contract No .. 2023-14 Page 11 of 13 DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 verif. By entering into this Agreement, the Contractor acknowledges that it has read Section 448.095, Florida Statutes; will comply with the E-Verify requirements imposed by Section 448.095, Florida Statutes, including but not limited to obtaining E-Verify affidavits from subcontractors; and has executed the required affidavit attached hereto and incorporated herein. [Remainder of page intentionally left blank. Signature pages follow.] Village of Key Biscayne, FL Contract No.: 2023-14 Page 12 of 13 DocuSign Envelope ID: 0F109D59-764E-4 BAF-A0EF-CCC6FA667260 IN WITNESS WH EREOF, the parties hereto have caused this Agreement to be executed the day and year as first stated above. VIL LA GE O F KE Y BISCAYNE G D ocuSigned by: By: Y=e~~iLJi~Sb~ Steven C. Williamson Village Manager Attest: l1 DocuSigned by: By: ~:s~~:9~~~~ Jocelyn B. Koch Village Clerk Approved as to form and legal sufficiency: By [fw•;;;,,1..,..,_ Weiss S~~,gt~'Ifa'ffii'iiri Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5514 (telephone) 305-365-8936 (facsimile) swilliarnson@keybiscayne.fl.gov ( email) W ith a copy to: Weiss Serota Hellman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2800 Ponce de Leon Boulevard, Suite 1200 Coral Gables, FL 33134 cfriedman@wsh-law.com (email) Name: __ D_a_v_i_d_S_u_a_re_z _ Title: __ P_re_s_i_d_e_n_t _ Entity: AGUAMIEL LLC DocuSigned by: f~~ \b~~ "-!!.!!J!l\P-' Addresses for Notice: 1900 SW 8th ST APT W205, Miami FL 33135 A uamiel LLC 786-650-4076 a ua_miel@outlook.com W ith a copy to: Earnheardt 1000 Brickel plz APT 2506 Miami Fl 33131 ------'-4-'-'12"--=26-'-6'--3-'-0C....C0'-'-5 (telephone) ____________ (facsimile) ____ j""'m.,_,,e=a""'rh.,_,,e=a"-'rd=t=®'-"g..,_,m.,_,,a=il.,_,,.c=o.,_,_m.___( email) V ill age of K ey B iscayne, FL Contract N o.: 2023-14 Page 1 of 13 DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 Exhibit A Community Center Food and Beverage Concession - RFP # 2023-14 SECTION 2. PROJECT DESCRIPTION 2.1 DESCRIPTION: The purpose of this RFP is to establish a contract for to operate the Community Center Food and Beverage Services Concession consisting of approximately 180 square feet of existing Concession Space (see Exhibit "A") in the existing Village of Key Biscayne Community Center building located at 10 Village Green Way, Key Biscayne, Florida. The Village intends to license a qualified Food and Beverage Service provider ("Concessionaire") to operate and maintain the Concession Space and provide Food and Beverage Services in a manner that conforms to the requirements of this RFP and is most advantageous to the Village. All proposals submitted in response to this RFP and any Concession Agreement awarded to the Successful Proposer must conform to the following terms and conditions. 2.2 SCOPE OF WORK 2.2.1 Health and Safety Standards: As the Concessionaire, the Successful Proposer shall comply with all applicable local, state and federal laws and health and safety requirements, with all latest revisions or amendments, including but not limited to, the Occupational and Safety and Health Administration (OSHA) standards, State of Florida Department of Agriculture and Consumer Services, or the Division of Hotels and Restaurants of the State of Florida Department of Business and Professional Regulation, as applicable, and Rule E64-ll, Florida Administrative Code. 2.2.2 Menu: The Proposer shall construct and submit a Menu of proposed food and beverage products, with prices, to be offered at the Concession Space, along with a copy of each item's US Food & Drug Administration mandated Nutritional Facts Label and proposed pricing. The proposed Menu should highlight all food and beverage items having high nutritional qualities, such as "sugar-free", "low sugar", "low calorie", "organic", "fat-free", "low fat", "non-GMO", "cholesterol-free", "low cholesterol", "no transfat", etc. At least thirty percent (30%) of foods offered for sale shall meet the following nutritional requirements: 1. Not more than 35 percent of its total calories shall be from fat. 2. Not more than 10 percent of its total calories shall be from saturated fat. 3. Not more than 35 percent of its total weight shall be composed of sugar, including naturally occurring and added sugar. 4. Not more than 175 calories per individual food item. At least fifty percent (50%) of beverages offered for sale shall meet the following nutritional requirements: 1. Fruit-based drinks that are composed of no less than 50 percent fruit juice and that have no added sweeteners. 2. Drinking water. 3. Milk, including, but not limited to, chocolate milk, soy milk, rice milk, and other similar dairy or nondairy milk. 4. Electrolyte replacement beverages that do not contain more than 42 grams of added 8 Exhibit A DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 Exhibit A Community Center Food and Beverage Concession - RFP # 2023-14 sweetener per 20 ounce serving. The higher the overall nutritional value of the proposed Menu, the more points will be awarded in the evaluation. Prices for food and beverage items having high nutritional qualities or satisfying the nutritional requirements shall not be more than ten percent (10%) greater than the prices of comparable products without such high nutritional quality or requirements. 2.2.3 Concession Requirements and Conditions: It is the responsibility of each Proposer, before submitting a proposal in response to this RFP, to obtain and carefully review the Concession Requirements and Conditions and the Contract Documents for the Concession License. 2.2.4 Concessionaire's Relation to the Village: It is expressly agreed and understood that the Concessionaire is in all respects an independent contractor as to all Services hereunder, and that the Concessionaire is in no respect an agent, servant or employee of the Village. 2.2.5 Assignment: The Concessionaire shall not transfer or assign the performance of the Services required by this RFP and the Contract without the Village's prior written consent. 2.2.6 Hours of Operation: The concessionaire shall operate the Concession seven (7) days each week during the term of this Agreement from 7:30 a.m. to 7:00 p.m. on Monday to and including Thursday, and from 9:00 a.m. to 6:00 p.m. on Friday, 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. 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 adjust the total hours of operation or alter the hours of operation, which approval shall not be unreasonably withheld. 2.2.7 Employees of Concessionaire: The 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 should be well groomed and neatly dressed at all times. Employees shall conduct themselves courteously in their relations with the public. 2.2.8 Signs, Advertising, Name: The 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. 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. 9 Exhibit A DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA6672 60 Exhibit A Community Center Food and Beverage Concession - RFP # 2023-14 2.3 MAINTENANCE AND REPAIRS 2.3.1 Concession Space Maintenance: The Concessionaire shall always maintain a sanitary, safe, and courteous environment and provide high quality service while operating the Concession. The Concession Location shall be used by Concessionaire solely to conduct a food and beverage business. 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. 2.3.2 Repairs and Maintenance of Location: The Concessionaire shall maintain the Concession Location in good order and repair at the Concessionaire's own expense during the entire term of this Agreement and any extensions and renewals thereof. The 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. 2.3.3 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. 2.3.4 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. If alterations or additions are made, they shall be made at the sole cost and expense of Concessionaire. 2.3.5 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. 2.3.6 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. 2.3.7 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 10 Exhibit A DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 Exhibit A Community Center Food and Beverage Concession - RFP # 2023-14 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. 2.3.8 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. 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 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 the Concessionaire shall not be responsible for the Monthly Fee from the date of the damage until the date that the repair is complete. 2.3.8 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. 2.4 EQUIPMENT 2.4.1 Equipment Installation: Where the Concessionaire will be installing Equipment and/or fixtures and/or furnishings in the Concession Space, the Concessionaire shall do so with licensed and insured contractors employed by the Concessionaire who shall obtain any necessary permits for such work. A detailed list of all equipment and/or non-structural improvements proposed to be provided and/or installed by the Proposer at the Concession Space. NOTE THAT, EXCEPT FOR THE CENTER CABINETRY, ALL EQUIPMENT, FIXTURES AND FURNISHINGS IN THE EXISTING CONCESSION SPACE, AS SHOWN ON EXHIBIT "C" AND AS LISTED ON EXHIBIT "D", INCLUDING DISPLAY CASES, REFRIGERATORS, MICROWAVE, COFFEE MACHINE, ETC. BELONG TO THE CURRENT CONCESSIONAIRE. IF THE CURRENT CONCESSIONAIRE DOES NOT PROPOSE TO THIS RFP OR IS NOT AWARDED THE NEW CONCESSION AGREEMENT, THE CURRENT CONCESSIONAIRE HAS THE RIGHT TO REMOVE ITS EQUIPMENT, FIXTURES AND FURNISHINGS OR SELL THEM. OTHER PROPOSERS TO THIS RFP SHOULD NOT EXPECT THE EXISTING EQUIPMENT, FIXTURES AND FURNISHINGS TO REMAIN IN PLACE OR BE AVAILABLE. 11 Exhibit A DocuSign Envelope ID: 0F109D59-764E-4BAF-A0EF-CCC6FA667260 Exhibit A Community Center Food and Beverage Concession - RFP # 2023-14 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. 2.5 LICENSES, PERMITS, FEES AND INSURANCE 2.5.1 Licenses and Permits: The Successful Proposer shall secure and pay for any and all necessary and required licenses, certifications, permits and inspections to perform the Services, including, but not limited to Miami­ Dade County, the State of Florida Department of Agriculture and Consumer Services, or the Division of Hotels and Restaurants of the State of Florida Department of Business and Professional Regulation, as applicable, and Miami-Dade County. All required municipal, county and state certifications, licenses and/or permits must be completed within thirty (30) days of being awarded the Concession and prior to receipt of a Notice to Proceed. By submitting a Proposal in response to this RFP, Proposer represents and warrants to the Village that it holds or will acquire and hold all licenses, certifications and permits ("Licenses") required by applicable law and by any other governmental authority or agency to perform the Services. Proposer represents and warrants to the Village that any required licenses, certifications or permits shall be in full force and effect on the date of commencement of the Services and further represents that it holds and will hold all required licenses, certifications and permits throughout the term of the Concession Agreement. Proposer shall provide the Village with copies of all licenses, certifications and permits it presently has with its Proposal and during the term of the Agreement upon request. 2.5.2 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. 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. 2.5.3 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, the Monthly Fee and real property taxes, if any, assessed against the Concession Location. 2.5.4 Insurance: The Concessionaire shall not commence Work under the Agreement until it has obtained all insurance required and such insurance has been approved by the Village. The Concessionaire shall purchase and maintain, in full force and effect for the term of the Agreement, at the Concessionaire's sole expense. 2.5.5 Compliance with Law and Other Requirements: The concessionaire shall conduct its operations in compliance with all applicable federal, State, 12 Exhibit A DocuSign Envelope ID: 0F109D59-764E-4 BAF-A0EF-CCC6FA667260 Exhibit A Community Center Food and Beverage Concession - RFP # 2023-14 County and local laws in providing the Work required by this RFP, including specifically, Chapter 17 (Noise), of the Village's Code of Ordinances regulating, inter alia, noise, power tools, etc. The 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. 2.6 SERVICE, INSPECTIONS AND RATES 2.6.1 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. 2.6.2 Inspections: The Contractor may also be subject to periodic compliance inspections of the concession facility by the Village or its designee. The inspections may include a comprehensive review of the following: A. Service quality, attentiveness, courteousness, etc.; B. Food quality, presentation, and merchandising: C. Sanitation practices and conditions; D. Personal appearance; E. Training program techniques, schedules, and records; F. Safety conditions; G. Operational performance from a financial perspective; and H. Other related operational conditions and/or practices. 2.6.3 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 included in Exhibit "B" attached hereto, 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. 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. 2.6.4 Payment to the Village: Monthly payment of a Concession License Fee shall be made by the Concessionaire to the Village during the term of the Concession Agreement. Such payment shall be due on the first of each month in advance and if not received by the tenth of the same month, the Concessionaire shall be deemed in default and shall be subject to actions by the Village at law and as described herein. 13 Exhibit A DocuSign Envelope ID: 0F109O59-764E-4BAF-A0EF-CCC6FA667260 Exhibit A Community Center Food and Beverage Concession - RFP # 2023-14 Payments shall be made to the order of the Village of Key Biscayne and paid at the Village of Key Biscayne, Community Center. Concessionaire is to submit their proposed monthly rent rate and menu with pricing in EXHIBIT B of the RFP. 2.6.5 Attorney's Fees: If the Village incurs any expense in enforcing the terms of the Agreement, whether suit be brought or not, Concessionaire agrees to pay all such costs and expenses including, but not limited to, court costs, interest and reasonable attorney's fees. END OF SECTION 14 Exhibit A