Award $4,000 bid to Salty Sisters Cafe for community center concession

28, Florida Statutes, as may be amended from time to time. 27. The provisions of this section shall survive termination of this Agreement. 28. Termination. 28.1 Termination for Convenience. The Village may terminate this Agreement for convenience at any time, with or without cause, by providing ninety (90) days written notice to the Concessionaire of Village’s election to terminate. 28.2 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. 29. 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. 30. 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. 31. Independent Contractor. The Concessionaire is an independent contractor and its employees, volunteers and agents are 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. 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 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. 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. 35. Attorneys Fees and Waiver of Jury Trial. 35.1 In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to Village of Pinecrest, FL Contract #: 2025-004 6 of 10 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. 35.2 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. 36. Amendment. 36.1 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. 36.2 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. 37. 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, by email with a return receipt, 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. 38. 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. 38.1 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. 38.2 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. 38.3 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. 38.4 Professional Liability Insurance in the amount of not less than One Million Dollars ($1,000,000) per occurrence, single limit. Village of Pinecrest, FL Contract #: 2025-004 7 of 10 38.5 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 16, in an amount not less than 100% of their full replacement value. 38.6 Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured, no later than ten (10) days after execution of this Agreement 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. 38.7 Additional Insured. Except with respect to Professional Liability Insurance and Worker’s Compensation Insurance, 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. 38.8 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. 38.9 The provisions of this Article shall survive termination of this Agreement. 39. 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. 40. 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. 49. Public Entity Crimes Affidavit. Concessionaire shall maintain compliance with

133, Florida Statutes (Public Entity Crimes Statute), including execution of any required affidavit on an annual basis. 50. Public Records Act Compliance 50.1 Concessionaire agrees to keep and maintain public records in Concessionaire’s possession or Village of Pinecrest, FL Contract #: 2025-004 8 of 10 control in connection with Concessionaire’s performance under this Agreement. The Village Manager or their 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

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. 50.2 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. Concessionaire may contact the Office of the Village Clerk with any questions related to the provision of public records. 50.3 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. 50.4 Any compensation due to Concessionaire shall be withheld until all records are received as provided herein. 50.5 Notice Pursuant to

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: Village Clerk Mailing address: 12645 Pinecrest Parkway Pinecrest, FL 33156 Telephone number: 305-234-2121 Email: clerk@pinecrest-fl.gov 51. State Required Affidavits. By entering into this Agreement, the Consultant agrees to review and comply with the following state affidavit requirements: 51.1 Public Entity Crimes Affidavit. Consultant shall comply with

133, Florida Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including execution of any required affidavit. 51.2 E-Verify Affidavit. In accordance with

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-verify. Village of Pinecrest, FL Contract #: 2025-004 9 of 10 By entering into this Agreement, the Consultant acknowledges that it has read

095, Florida Statutes; will comply with the E-Verify requirements imposed by

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. 51.3 Noncoercive Conduct Affidavit. Pursuant to

06, Florida Statutes, a nongovernmental entity executing, renewing, or extending a contract with a governmental entity is required to provide an affidavit, signed by an officer or a representative of the nongovernmental entity under penalty of perjury, attesting that the nongovernmental entity does not use coercion for labor or services as defined in

06(2)(a), Florida Statutes. By entering into this Agreement, the Consultant acknowledges that it has read

06, Florida Statutes, and will comply with the requirements therein, and has executed the required affidavit attached hereto and incorporated herein. 51.4 Prohibition on Contracting with Entities of Foreign Concern. Pursuant to

138, Florida Statutes (which is expressly incorporated herein by reference), a governmental entity may not knowingly enter into a contract with an entity which would give access to an individual’s personal identifying information if (a) the entity is owned by the government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in the entity; or (c) the entity is organized under the laws of or has its principal place of business in a foreign country of concern. By entering into this Agreement, the Consultant acknowledges that it has read

138, Florida Statutes, and complies with the requirements therein, and has executed the required affidavit attached hereto and incorporated herein. Village of Pinecrest, FL Contract #:2025-004 10 of 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first stated above. VILLAGE OF PINECREST CONCESSIONAIRE By: Yocelyn Galiano Village Manager Attest: By: Pricilla Torres Village Clerk Approved as to form and legal sufficiency: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Pinecrest Attn: Village Manager 12645 Pinecrest Parkway Pinecrest, FL 33156 305-234-2121 (telephone) manager@pinecrest-fl.gov (email) By: Name: Title: Entity: Addresses for Notice: (telephone) (facsimile) (email) With a copy to: With a copy to: Weiss Serota Helfman Cole & Bierman, P.L. Attn: Mitchell Bierman, Esq. Village of Pinecrest Attorney 2800 Ponce de Leon Boulevard, Suite 1200 Coral Gables, FL 33134 mbierman@wsh-law.com (email) (telephone) (facsimile) (email) Contract No. 2025-004 E-Verify Affidavit E-VERIFY AFFIDAVIT In accordance with

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-verify By signing below, the contracting entity acknowledges that it has read

095, Florida Statutes and will comply with the E-Verify requirements imposed by it, including but not limited to obtaining E- Verify affidavits from subcontractors. տ Check here to confirm proof of enrollment in E-Verify has been attached to this Affidavit. In the presence of: Signed, sealed and delivered by: Witness #1 Print Name: Print Name: Title: Witness #2 Print Name: Entity Name: ACKNOWLEDGMENT State of Florida County of The foregoing instrument was acknowledged before me by means of տ physical presence or տ online notarization, this day of , 20 , by (name of person) as (type of authority) for (name of party on behalf of whom instrument is executed). Notary Public (Print, Stamp, or Type as Commissioned) Personally known to me; or Produced identification (Type of Identification: ) Did take an oath; or Did not take an oath Contract No. 2025-004 Noncoercive Conduct for Labor or Services Affidavit AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Effective July 1, 2024,

06, Florida Statutes, a nongovernmental entity executing, renewing, or extending a contract with a governmental entity is required to provide an affidavit, signed by an officer or a representative of the nongovernmental entity under penalty of perjury, attesting that the nongovernmental entity does not use coercion for labor or services as defined in

06(2)(a), Florida Statutes. By signing below, I hereby affirm under penalty of perjury that: 1. I have read

06, Florida Statutes, and understand that this affidavit is provided in compliance with the requirement that, upon execution, renewal, or extension of a contract between a nongovernmental entity and a governmental entity, the nongovernmental entity must attest to the absence of coercion in labor or services. 2. I am an officer or representative of , a nongovernmental entity. 3. does not use coercion for labor or services as defined in the relevant section of the law. In the presence of: Under penalties of perjury, I declare that I have read the foregoing and the facts stated in it are true: Witness #1 Print Name: Print Name: Title: Witness #2 Print Name: Entity Name: OATH OR AFFIRMATION State of Florida County of Sworn to (or affirmed) and subscribed before me by means of տ physical presence or տ online notarization, this day of , 20 , by (name of person) as (type of authority) for (name of party on behalf of whom instrument is executed). Notary Public (Print, Stamp, or Type as Commissioned) Personally known to me; or Produced identification (Type of Identification: ) Did take an oath; or Did not take an oath Contract No. 2025-004 AFFIDAVIT REGARDING PROHIBITION ON CONTRACTING WITH ENTITIES OF FOREIGN COUNTRIES OF CONCERN AFFIDAVIT REGARDING PROHIBITION ON CONTRACTING WITH ENTITIES OF FOREIGN COUNTRIES OF CONCERN Pursuant to

138, Florida Statutes (which is expressly incorporated herein by reference), a governmental entity may not knowingly enter into a contract with an entity which would give access to an individual’s personal identifying information if (a) the entity is owned by ethe government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in the entity; or (c) the entity is organized under the laws of or has its principal place of business in a foreign country of concern. This affidavit must be completed by an officer or representative of an entity submitting a bid, proposal, or reply to, or entering into, renewing, or extending, a contract with a governmental entity which would grant the entity access to an individual’s personal identifying information. 1. (“entity”) does not meet any of the criteria in paragraphs (2)(a)-(c) of

138, F.S. In the presence of: Under penalties of perjury, I declare that I have read the foregoing and the facts stated in it are true: Witness #1 Print Name: Print Name: Title: Witness #2 Print Name: Entity Name: OATH OR AFFIRMATION State of Florida County of Sworn to (or affirmed) and subscribed before me by means of տ physical presence or տ online notarization, this day of , 20 , by (name of person) as (type of authority) for (name of party on behalf of whom instrument is executed). Notary Public (Print, Stamp, or Type as Commissioned) Personally known to me; or Produced identification (Type of Identification: ) Did take an oath; or Did not take an oath