Approve $3,000 amendment to food vendor agreement

RESOLUTION NO. 2022- A RESOLUTION OF THE VILLAGE OF PINECREST, FLORIDA, APPROVING A FIRST AMENDMENT TO THE AGREEMENT WITH ELIA GROUP, LLC D/B/A ELIA PINECREST, LLC RELATING TO FOOD AND BEVERAGE VENDING SERVICES AT THE VILLAGE COMMUNITY CENTER; PROVIDING FOR AUTHORIZATION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village of Pinecrest (the “Village”) and the Elia Group LLC d/b/a Elia Pinecrest LLC (the “Contractor”) entered into an Agreement dated effective June 4, 2018 (the "Agreement") to allow the Contractor to provide food and beverage vending services at the Village Community Center (the “Services”); and WHEREAS, the term of the Agreement covered the period beginning on the effective date of the Agreement, June 4, 2018, through June 3, 2020, with three additional one-year options to extend exercisable by the Village; and WHEREAS, the Village and the Contractor desire to retroactively extend the term of the Agreement through June, 3 2025, with two additional one-year options; and WHEREAS, the Village and Contractor desire to further modify the Agreement by amending the Agreement’s compensation provisions to require the Contractor to pay the Village a flat monthly fee of $3,000.00 and require the Contractor to provide a $3,000.00 performance guarantee; and WHEREAS, the Village desires to approve a First Amendment to the Agreement, in substantially the form attached hereto as Exhibit “A” (the “First Amendment”) and authorize the Village Manager to enter into the First Amendment to the Agreement; and WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the residents of the Village. 2

NOW, THEREFORE,

BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF PINECREST, FLORIDA, AS FOLLOWS: Section 1. Recitals. That each of the above-stated recitals are hereby adopted, confirmed, and incorporated herein. Section 2. Approval. That the Village Council hereby approves the First Amendment to the Agreement in substantially the form attached hereto as Exhibit “A.” Section 3. Authorization. The Village Manager is hereby authorized to execute the First Amendment to the Agreement, in substantially the form attached hereto as Exhibit “A.” The Village Manager is further authorized to execute any required or related agreements, amendments, or documents which are required to implement the purposes of this Resolution and the First Amendment to the Agreement, subject to the approval of the Village Attorney as to form, content, and legal sufficiency. Section 4. Effective Date. This Resolution shall become effective immediately upon adoption. PASSED and ADOPTED this __ day of , 2022. Joseph M. Corradino, Mayor Attest: Priscilla Torres, CMC Village Clerk Approved as to Form and Legal Sufficiency: ____________________________________ Mitchell Bierman Village Attorney Consent Agenda 1 FIRST AMENDMENT TO AGREEMENT BETWEEN THE VILLAGE OF PINECREST AND ELIA GROUP, LLC D/B/A ELIA PINECREST, LLC THIS FIRST AMENDMENT TO AGREEMENT (this "First Amendment ") is entered into this day of , 2022, by and between the VILLAGE OF PINECREST, FLORIDA, a Florida municipal corporation (hereinafter the "Village"), and ELIA GROUP, LLC D/B/A ELIA PINECREST, LLC, a Florida limited liability company (hereinafter the “Contractor”). WHEREAS, the Village and the Contractor entered into that certain Agreement dated effective June 4, 2018 (the "Agreement"), to allow the Contractor to provide food and beverage vending services at the Village Community Center (the “Services”); and WHEREAS, the term of the Agreement covered the period beginning on the effective date of the Agreement, June 4, 2018, through June 3, 2020, with three additional one-year options to extend exercisable by the Village; and WHEREAS, the Village and the Contractor desire to retroactively extend the term of the Agreement through June, 3 2025, with two additional one-year options; and WHEREAS, the Village and Contractor desire to further modify the Agreement by amending the Agreement’s compensation provisions to require the Contractor to pay the Village a flat monthly fee of $3,000.00 and require the Contractor to provide a $3,000.00 performance guarantee; and WHEREAS, the Village and Contractor desire to modify the terms of the Agreement in accordance with the terms and conditions set forth in this First Amendment.

NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the parties do hereby agree as follows: 1 1. Recitals Adopted. The above recitals are true and correct and are incorporated herein by this reference. All initially capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. 2. Defined Terms. Article 1 of the Agreement is hereby amended as follows: 1 Words stricken through shall be deleted. Words underscored constitute the amendment. Remaining provisions are now in effect and remain unchanged. 2 1.5. Completion Date. June 3, 2020 June 3, 2025 1.6. Contract Price. As detailed in the Schedule of Fees $3,000.00 per month 3. Term of Agreement. Article 4 of the Agreement is hereby deleted in its entirety and replaced as follows: 4. Term of Agreement. 4.1 Term of Agreement. The Term will commence on the Effective Date of the Agreement through June 3, 2025. The Village may renew this Agreement for two (2) additional one-year periods on the same terms as set forth herein upon written notice to the Contractor. 4.2 Termination. 4.2.1. The Village Manager, without cause, may terminate this Agreement upon five (5) calendar days’ written notice to the Contractor, or immediately with cause. 4.2.2. Upon receipt of the Village's written notice of termination, Contractor shall immediately stop providing the Services unless directed otherwise by the Village Manager. 4.2.3. In the event of termination by the Village, the Contractor shall be paid for all work accepted by the Village Manager up to the date of termination, provided that the Contractor has first complied with the provisions of Paragraph 4.2.4. 4.2.4. The Contractor shall transfer all books, records, reports, working drafts, documents, maps, and data pertaining to the Services to the Village, in a hard copy and electronic format within fourteen (14) days from the date of the written notice of termination or the date of expiration of this Agreement. 4. Payment of Contract Price. Article 5 of the Agreement is hereby deleted in its entirety and replaced as follows: Article 5. Payment of Contract Price. 5.1. Payment. On or before the fifth (5th) day of each month during the term of this Agreement, the Contractor shall pay the Village $3,000.00. Contractor shall provide the Village with a performance guarantee in the amount of $3,000.00 within fourteen (14) days of the execution of the First Amendment, which performance guarantee shall be used to satisfy amounts due to the Village prior to the expiration or termination of the Agreement. 5. E-Verify Affidavit. The Agreement is hereby amended to create Article 18, “E-Verify Affidavit,” as follows: 18.1. In accordance with