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#15-6401 (Zack's Food Cart Ministry Catering, Inc.) Contract# 15-6401 North Collier Regional Park Concessionaire Services THIS AGREEMENT made effective this 16 day of March , 20 i S, between Collier County, a political subdivision of the State of Florida (hereinafter called the "County") and Zack's Food Cart Ministry Catering Inc., a Florida Corporation with offices at 1031 21 Street SW, Naples, Florida 34117 (hereinafter called "Concessionaire"). 1. STATEMENT OF WORK. The County hereby grants to the Concessionaire, and the Concessionaire hereby accepts from the County, subject to the exceptions and conditions hereinafter set forth, the privilege to operate the following described concessions at North Collier Regional Park's (NCRP) Sun-N-Fun Lagoon, Soccer and Softball field concessions located at 15000 Livingston Rd, Naples, Florida, 34109 in conformance with the purposes and for the periods stated herein and subject to all terms and conditions hereinafter set forth. A. TERM. This Agreement shall be for an initial period of three (3) years, commencing on April 1, 2015. The County may, at its discretion and with the consent of the Concessionaire, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional three (3) year periods. The County shall give the Concessionaire written notice of the County's intention to renew the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. The County Manager or designee may extend this Agreement for up to one hundred eighty (180) additional days following expiration of the original or subsequent three (3) year term. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. In no event, including the renewal option, shall the contract exceed nine (9) years unless approved by the Board of County Commissioners. B. FACILITIES. The County shall provide to the Concessionaire the use of the following approved Concession Operations Areas ("COA") facilities at North Collier Regional Park ("NCRP"). • NCRP Softball Complex • NCRP Soccer Complex • NCRP Waterpark Concessions (Shack) C. USES. The Concessionaire is authorized to conduct the following types of business and to provide the following services, and only such business and services, at the approved COA and as set forth below: 1. Food and Beverage Sale. The Concessionaire will provide food service, beverage, and miscellaneous sales operations for a monthly commission returned to the County as outlined in Section 11 of this Agreement. The County will allow Concessionaire and their employees the ability to operate within the Page I 1 park in a safe and orderly manner. In addition, the Concessionaire is expected to start operations at a minimum of thirty-minutes prior to the scheduled starting time of any event/tournament. The recommended service time for the successful Concessionaire is an average of sixty (60) seconds per customer. 2. Special Events. The Concessionaire does not have exclusive rights to the North Collier Regional Park but will have the option to provide concession services during special events (i.e., sports tournaments, festivals, charity walk, any non sporting county run events and third-party rental events) identified by the Parks and Recreation's Contract Manager ("Contract Manager") and held at the COA throughout the year. The Parks and Recreation will provide Concessionaire an event list which is subject to change as events get cancelled or additional events become available. The Parks & Recreation Department will make an effort to produce the most updated schedule whenever a change occurs. If the Concessionaire cannot provide services during these events, the Concessionaire is required to provide a response time within five (5) calendar days of being notified of the special events by the County. D. PRICES. The Concessionaire agrees that prices and fees charged for concession merchandise and services will be competitive within the local market. All prices must be displayed and visible by the Concessionaire's customers. All such prices and fees must be approved in writing by the Director of Parks and Recreation or Designee. The Concessionaire shall sell only those items approved in writing by the County. E. ADDITIONAL SERVICES/PRODUCTS. The Concessionaire may request in writing to sell additional products, or provide additional related services at any time during the term of the Agreement. The County reserves the right to accept, or reject, those additional products or services at its sole discretion. Should the County accept those additional products or services, the accounting of those sales shall be subject to the same terms and conditions and commission structure as identified in Section 11. The Contract Manager may authorize the Concessionaire to expand the services, provided such authorization is in writing. 2. NOTICES. All notices from the County to the Concessionaire shall be deemed duly served if mailed by registered or certified mail to the Concessionaire at the following address: Zack's Food Cart Ministry Catering Inc. 1031 21 Street SW Naples, Florida 34117 E-mail: zryoung9 @aol.com Attention: Zackory R. Young, President All notices from the Concessionaire to the County shall be deemed served if mailed, faxed, or e-mailed to the County at the following address: Collier County Parks and Recreation Department ::) 15000 Livingston Rd. Page 12 Naples, Florida 34109 Phone: 239-280-8969 Fax: 239-252-2877 E-mail: StevenWeisberq c(�colliergov.net Attention: Steven Weisberg 3. NOT A LEASE. No part, parcel, building, structure, equipment or space is leased to the Concessionaire. The Concessionaire is not a lessee. The Concessionaire's right to operate the concession shall continue only so long as the concession operation complies with the undertakings, provisions, agreements, stipulations and conditions of this Agreement. 4. NO PARTNERSHIP OR AGENCY. Nothing herein contained shall create or be construed as creating a partnership between the County and the Concessionaire. Concessionaire is not an agent of the County. 5. ASSIGNMENT. Concessionaire shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Concessionaire does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Concessionaire all of the obligations and responsibilities that Concessionaire has assumed toward the County. 6. FACILITIES. The Concessionaire shall maintain sanitary, neat and safe facilities and orderly operations at all times to ensure a maximum value to guests. The Concessionaire acknowledges it is assuming responsibility for managing the COA in its current "as is" condition and in good order. 7. MAINTENANCE AND REPAIRS. The Concessionaire shall, to the satisfaction of the Director of Parks and Recreation or Designee provide normal and routine daily, monthly, and yearly maintenance of the facilities, designed to keep the premises and equipment in a good state of repair, free from hazardous conditions and deterioration, thus providing for the comfort and safety of visitors and patrons. The County will make and/or manage repairs including, but not limited to: landscaping: mowing, herbicide and pesticide application; exterior painting; roadways and sidewalks within the park; exotic flora/faunal removal; and County, State, and Federal signage within the Park. Any improvements, including capital improvements, made for the benefit of the Concessionaire shall be paid for by the Concessionaire and approved in advance in writing by the Director of Parks and Recreation or Designee. All capital improvements will become the property of Collier County at the end of the term of the Agreement. 8. TRASH, RUBBISH AND GARBAGE. The County will provide all garbage, trash and rubbish receptacles within the confines of the concession operations areas, including a dumpster and enclosure. The Concessionaire shall be responsible for the pickup and removal of all rubbish, trash and garbage, including removal of trash from the concession area to the dumpster. The Concessionaire agrees to perform daily removal of litter in the immediate exterior area within fifty (50) feet of the concession. The County shall be Page 13 responsible for the removal of all trash from the dumpster. The County may assess a monthly fee for its services and the County reserves its right to implement. The Concessionaire shall have a neat and orderly operation at all times and shall be solely responsible for necessary housekeeping on and around the COA. 9. UTILITIES. The Concessionaire will be responsible for 100% of the electricity charges associated with the Sun-N-Fun Waterpark concession location. A pro-rated monthly fee of fifty dollars ($50.00) for use of electricity and water at each NCRP Sports Complex Concessions (Soccer and Softball) will also be assessed ($100/month). The one-hundred dollars ($100.00) will be submitted along with the monthly required documents and payments and should be included and noted on a statement that shows monthly payment amount (monthly sales commission 18.25%) and the utility payment of one-hundred dollars ($100.00) with the grand total that should match the check amount. The Concessionaire is responsible for making arrangements to set-up service in Concessionaire's name of the existing electric meter at the Sun-N-Fun Waterpark concession location for the concessions. Any other utilities that are for the benefit of the Concessionaire shall be paid by the Concessionaire (ie WiFi, Telephone, Facsimile, etc). 10. PERMITS, LICENSES, TAXES. The Concessionaire shall obtain and pay for all permits and licenses necessary for the conducting of business and shall comply with all laws governing the responsibility of an employer with respect to persons employed by the Concessionaire. Appropriate licenses and permits shall include but not be limited to compliance with Health Department requirements including: Food Manager Certification; State of Florida Department of Business and Professional Regulation Food Service License; State of Florida Department Division of Corporations Registration; Resale Certification; and Safe Serve certified (certification form needs to be provided for all employees). The Concessionaire shall also be solely responsible for payment of any and all taxes levied on the concession operation or any other taxable activity on the premises. In addition, the Concessionaire shall comply with all existing and future applicable rules, regulations and laws of Collier County, the State of Florida, or the U.S. Government. 11. CONSIDERATION. The Concessionaire shall remit to the County, as consideration for this Agreement, a percentage of the total gross revenue of the Concessionaire's business, including any special event operations as follows: a firm fixed monthly concession commission of 18.25% or not less than one thousand dollars ($1,000) per month. In addition, the Concessionaire shall pay one hundred ($100.00) per month for utility fee. Said payments shall be tendered to the County by the fifteenth (15th) of each month for the preceding month and such payments shall be accompanied by a Statement of Gross Receipts for the preceding month. Such Statement of Gross Receipts shall be certified as true, accurate and complete by the Concessionaire. It is also understood that the applicable Florida States Sales Tax on payments to the County shall be added to the payment. The County is to receive its revenue payment as net, free and clear of all costs and charges arising from, or related to Concessionaire's obligations under this Agreement, and that the monthly utility fee and the percentage of total gross revenues will be paid Page I4 0 monthly for the life of the Agreement. The term "gross revenue", "gross receipts" and/or "gross sales" means all income collected, accrued or derived by the Concessionaire under the privileges granted by this Agreement or other document entered into with the County, excluding amounts of any Federal, State or other tax collected by the Concessionaire from customers and required by law to be remitted to the taxing authority. The Concessionaire shall provide the County a copy of its State Sales and Use Tax Report, as prescribed by the State of Florida Revenue http://dor.myflorida.com/dor/taxes/sales tax.html#tab1. 12. DEFAULT IN PAYMENT. The monthly Statement of Gross Receipts, the payments computed on that amount, including the utility fee, and any other taxes and fees due must be submitted to the County through the Director of Parks and Recreation or Designee, to be received by the fifteenth (15th ) of each month. In the event the Concessionaire fails to pay this consideration within five (5) days of such due date, there shall be a late charge of ten percent (10%) per day added to the fees due. The County has no duty to notify the Concessionaire of its failure to remit any such payment or report. If the payment of consideration and accumulated daily penalties are not received within thirty (30) days after the normal monthly due date, then the County may take possession of the Concessionaire's assets on County property, may terminate this Agreement. A monthly report as identified in Section 13 shall also be submitted to the Director of Parks and Recreation or Designee, by the fifteenth (15th) of each month. This report shall accompany the monthly Statement of Gross Receipts and shall be subject to audit. Concessionaire's failure to remit any such payment or produce the reports shall be considered a material breach of the Agreement. 13. MONTHLY REPORTING REQUIREMENTS. The Concessionaire will be required to submit written monthly reports specific to COA by the fifteenth (15th) day of the following preceding month that contain the following stated below. Concessionaire's failure to produce these required monthly reports shall be considered a material breach of the Agreement. A. Certified Monthly Location Total Sales Report: By location, a summary report which identifies the total: • Monthly gross sales by category (i.e. food, beverage, ice cream/frozen, merchandise, etc.); • Tax dollars for the gross sales; • Gross Sales dollars less tax; • Credit card number of transactions and dollar amount; • Cash number of transactions and dollar amount; and, • A clearly identified sales location and a written certification statement (for each location report) which contains The following: "To the best of my knowledge, The Certified Monthly Location Total Sales Report, and any additional reports attached hereto, are accurate and reflect the sales and commission owed to the County." B. Daily Location Transaction Report: By location, an itemized transaction report which identifies: cq Page 15 • A transaction reference number that includes the category (i.e. food, beverage, ice cream/frozen, merchandise, etc.), the cost by item, related sales tax, the total of the individual transaction and the payment method (credit card or cash). The final page of the report should summarize the total number of transactions for that day, the dollar of cash transactions and the dollar total of credit card transactions. 14. OPERATIONS. The Concessionaire shall use point-of-sale (POS) electronic cash machines or other electronic accounting control equipment for the proper control of all payments. All sales transaction must be accompanied by a receipt to the customer. Daily Register receipts must be maintained and made available upon demand during the term of this Agreement. All electronic cash equipment and accounting procedures must be reviewed and approved by the Director of Parks and Recreation or Designee. All financial records are to be maintained during the entire term of this Agreement and for a period of five (5) years following the termination of this Agreement. The receipt/revenue records consist of records documenting specific receipts/revenues collected by an agency through cash, checks, electronic fund transfers (EFT), credit and debit cards, or other methods. This may include, but is not limited to, records such as cash collection records and reports, cash receipt books, cash register tapes, deposit/transfer slips, EFT notices, credit and debit card records, receipt ledgers, receipt journal transactions and vouchers, refund records, bad check records, and other accounts receivable and related documentation. The Concessionaire may sell any concessions desired as long as such items are permitted under Florida state law and the Concessionaire has obtained the proper licensing/tax permits for such sales and approved in writing by the Director of the Parks and Recreation Department or Designee. Any and all alcoholic beverage sale and tobacco products are not permitted. Any equipment necessary for the sale of concessions, other than the existing equipment, must be furnished and maintained by the Concessionaire. 15. FINANCIAL REVIEW, RECORDS, AUDIT. The Concessionaire shall provide, at its expense, an annual independent review of the Concessionaire's financial records. The purpose of this review is to substantiate that the County has been compensated in accordance with this Agreement. Concessionaire shall establish and maintain such records as now exist and may hereafter be prescribed by the County in the future to provide evidence that all terms of this Agreement have been and are being observed. The Concessionaire grants to the County the right and authority to audit all records, documents, and books pertaining to the concession operation. Such audit will be conducted at locations and at a frequency determined by the County and communicated to the Concessionaire. The Concessionaire agrees to provide materials for the audit at the place designated by the County within three (3) business days after the County's notice to do so is received by Concessionaire, all at no cost to the County. 16. FORCE MAJEURE. If closure of the facilities or loss of equipment, of either or all facilities, is due to unforeseeable causes beyond the control of Concessionaire, and not Page 16 0 due to its own fault or neglect, including but not restricted to, acts of nature or of public enemy, acts of government or of the County, fires, floods, hurricanes, civil disorder, epidemics, quarantine regulations, strikes or lock-outs, etc., the County will allow pro rata adjustment of monthly payments up to the time such damage is repaired and/or the loss of time related to the closure of the facilities. The County must be made aware of the time of closure within forty-eight (48) hours up to the time the damage is repaired or other circumstances return to normal. 17. CONCESSIONAIRE NOT TO REMOVE PROPERTY. Concessionaire shall not remove from the NCRP COA any personal property brought thereon or any replacements thereto by the Concessionaire for the purpose of this Agreement, except such items as may be removed with the express written permission of the Director of Parks and Recreation or Designee. Upon expiration of the term specified in Section 1-A, if the Concessionaire has made full payment under this Agreement, and has fully complied with the terms of this Agreement, Concessionaire may remove personal property from North Collier Regional Park and shall do so within fifteen (15) days following the expiration of this Agreement, provided such personal property must be removed without damage to the premises. On Concessionaire's failure to do so, the County may cause same to be removed and stored at the cost and expense of the Concessionaire, and the County shall have a continuing lien thereon in the amount of the cost and expense of such removal and storage until paid, and County may sell such personal property and reimburse itself for such costs and expense, plus all expenses of the sale. 18. SUPPLIES AND EQUIPMENT. The Concessionaire shall be responsible for the proper care and maintenance all existing furniture, equipment, fixtures within the COA, as documented in the County's inventory list. The Concessionaire will be responsible for repair, maintenance and replacement of existing furniture, equipment and fixtures. Should the Concessionaire determine that the equipment is in non-working order, and its value is above one thousand dollars ($1,000); and the Contract Manager determines the equipment is non-functioning, the Contract Manager shall determine if the County will purchase a new (and similar piece of equipment) at the County's expense. Any replacements of equipment should be coordinated through Director of Parks and Recreation or Designee. Replacement equipment with a value less than one-thousand dollars ($1,000) shall be the responsibility of the Concessionaire. Should the Contract Manager determine that the cause of the damage was a direct result of the negligence by the Concessionaire; the County may invoice the Concessionaire for the replacement cost, or a portion of the replacement cost. 19. MARKETING. The Concessionaire shall actively market the Concessions programs at the Sun-N-Fun concessions, Soccer and Softball fields. Proof of advertising such as written marketing programs and literature should be reviewed by the Contract Manager prior to distribution to the public and must be submitted two (2) weeks prior to the actual advertising date. 20. COOPERATION. The Concessionaire agrees to cooperate with the County in the conduct of surveys and to provide reports of visitor usage of all concession services, as requested by the Director of Parks and Recreation or Designee. The County shall provide Concessionaire with advance notice of any special event and shall coordinate C) Page I 7 with the Concessionaire regarding same. County shall provide Concessionaire with notice of the availability of plans for any remodeling of the facilities. 21. INSPECTION. The Concessionaire shall, to the satisfaction of the Director of Parks and Recreation or authorized representative provide normal and routine inspections, per a mutually agreed upon schedule (documented in an inspection log available for County inspection) of the facilities, designed to keep the premises and equipment in a good state of repair, free from hazardous conditions and deterioration, thus providing for the comfort and safety of visitors and patrons. The Concessionaire shall ensure that COA's are to be available for inspection by designated County representatives during regular operating hours and at other times upon reasonable notice. The County reserves the right to conduct unscheduled inspections at any time by an authorized representative of the Director of Parks and Recreation, or by any other agency having responsibility for inspections of such operations. Concessionaire shall undertake immediately the correction of any deficiency as cited by such inspectors; failure to comply shall be considered a material breach of the Agreement. 22. WAIVER OF INTERFERENCE. The Concessionaire hereby waives all claims for compensation for loss or damage sustained by reason of any interference with the concession operation by any public agency or official in enforcing their duties or any laws or ordinances. Any such interference shall not relieve the Concessionaire from any obligation hereunder. 23. WAIVER OF LOSS FROM HAZARD. The Concessionaire hereby expressly waives all rights, claims, and demands and forever releases and discharges the County from all demands, claims, actions and causes of action arising from this Agreement, except intentional torts. 24. NO LIENS. Concessionaire will not suffer or, through its actions or by anyone under its control or supervision, cause to be filed upon the property any lien or encumbrance of any kind. In the event any lien is filed, Concessionaire shall cause such lien to be discharged within ten (10) days after written notice to do so from the County. 25. ORDERLY OPERATIONS, ETC. The Concessionaire shall have a neat and orderly operation at all times and shall be solely responsible for necessary housekeeping services to properly maintain the premises. There shall be no living quarters, nor shall anyone be permitted to live on the premises. 26. EMPLOYEES; MANAGER. The Concessionaire shall employ people to work at this facility who are neat, clean, well-groomed and courteous. All employees shall observe all the graces of personal grooming. Subject to the American with Disabilities Act, Concessionaire shall supply competent employees, who are physically capable of performing their employment duties and the County may require the Concessionaire to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County property is not in the best interest of the County. All Concessionaire employees shall wear shirts and shorts with the Concessionaire's logo or other identifying marking. The Concessionaire shall have an experienced manager overseeing the concession operations at all times when open for business. When the manager is absent, the operation shall be directed by an Page i 8 assistant manager, experienced and trained in Food and Beverage Concession operations and at least twenty-one (21) years of age. All managers will be Food Safe Compliant with all State of Florida and Collier County "Serve Safe" requirements and licenses. There shall be an after-hours contact person available by telephone and the contact phone number shall be provided to the Director of Parks and Recreation, or Designee. Background checks and drug tests must be conducted on all employees prior to performing services at the concessions which is to be conducted by the County's Facilities Management staff at the expense of the Concessionaire. The Concessionaire must have a drug and alcohol policy consistent with County Policies (CMA 5312). 27. HOURS OF OPERATION. During the term of this Agreement the concession operation shall, at a minimum, be open and properly staffed in accordance with the operating hours of Sun-N-Fun Lagoon and any scheduled NCRP sports tournaments, as defined by the Contract Manager. The Concessionaire may open additional days, subject to prior written approval of the Director of Parks and Recreation or Designee. All hours of operation shall be conspicuously posted and easily read by park visitors. The general park is open Monday through Sunday from 6AM — 10PM. 28. USE OF THE FACILITIES IS PRIMARY. NCRP is for the use of the public for recreational and other public purposes and the public's right to such use shall not be infringed upon by any activity of the Concessionaire. However, this does not preclude the Concessionaire from scheduling promotional events, which might temporarily limit access to the event site, subject to the prior written approval for each event, on a case-by-case basis, by the Director of Parks and Recreation or Designee. 29. NO IMPROPER USE. The Concessionaire will not use, nor suffer or permit any person to use in any manner whatsoever, the concession facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of any violation of this Agreement by the Concessionaire, or if the County or its authorized representative shall deem any conduct on the part of the Concessionaire to be objectionable or improper, the County shall have the right to suspend the operation of the concession. Should the Concessionaire fail to promptly correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension shall continue until the violation is cured. The Concessionaire further agrees not to commence operation during such suspension period until the violation has been corrected to the satisfaction of the County. 30. NO DISCRIMINATION. There shall be no discrimination as to race, gender, color, creed or national origin in the operations referred to by this Concession Agreement; and further, there shall be no discrimination regarding any use, service, maintenance, or operation of the premises. All facilities located on the premises shall be made available to the public, subject to the right of the Concessionaire to establish and enforce rules and regulations to provide for the safety, orderly operation and security of the facilities. Page 19 31. NO DANGEROUS MATERIALS. The Concessionaire shall not use or permit in the facilities the storage of illuminating oils, oil lamps, turpentine, benzine, naphtha, or other similar substances, or explosives of any kind, or any substance or articles prohibited in the standard policies of fire insurance companies doing business in the State of Florida. 32. DEFAULT AND TERMINATION. If the Concessionaire fails to comply with any of the terms and conditions hereof and such default is not cured within seven (7) days after written notice is given to the Concessionaire, the County may terminate this Agreement and revoke the privilege of the Concessionaire to come upon the County's property for purposes for which the concession was granted and may oust and remove all parties who may be present, or may occupy any part of the premises for the purpose of exercising any rights so revoked. In the event of any violation of this Agreement by the Concessionaire, or if the Contract Manager shall deem any conduct on the part of the Concessionaire to be objectionable or improper, the County shall have the right to suspend the operation of the concession should the Concessionaire fail to promptly correct any such violation, conduct, or practice to the satisfaction of the Contract Manager. The Concessionaire shall not commence operation during such suspension until the violation has been corrected to the reasonable satisfaction of the Director of Parks and Recreation or the Contract Manager. The Agreement may be terminated by the County immediately due to any material breach of this Agreement, including, but not limited to, failure of the Concessionaire to maintain the approved hours of operation or failure of the Concessionaire to provide a receipt to each customer for every transaction. The County shall be sole judge of non-performance. Further the County may terminate this Agreement for its convenience by giving the Concessionaire not less than a thirty (30) day written notice of such intent. During the notification period, both parties agree to meet its respective contractual obligations in good faith. In the event that the County terminates this Agreement, Concessionaire's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Concessionaire shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any loss of anticipated fees and profits. 33. COUNTY CONTROL OF NORTH COLLIER REGIONAL PARK CONCESSION. Nothing in this Agreement will preclude the County from using the public areas of NCRP for public and/or civic purposes. In the event of occurrences previously mentioned, the Concessionaire will be notified, as deemed necessary by the Director of Parks and Recreation or Designee. 34. FLORIDA LAW. This Agreement shall be governed by and construed in accordance with the Law of the State of Florida. 35. VEHICLES IN PARK. Vehicles are allowed in the areas only where roadways are provided. Vehicles shall park only in areas designated by the County for vehicle parking. Any vehicles that are to be used for concessions must have prior written approval of the Parks and Recreation Director or Designee. Page I 10 0 36. STORAGE. Concessionaire shall obtain approval for any storage of equipment in NCRP from the appropriate permitting agencies. No overnight storage of any kind shall take place on the premises unless approved in writing by the Director of Parks and Recreation or Designee, and is contingent upon approval of the appropriate permitting agency. 37. STORM WARNING. Upon declaration of a hurricane projecting an imminate strike, or the implementation of evacuation procedures from Collier County, Concessionaire shall meet with the Director of Parks and Recreation or Designee for the formulation of plans for the removal of all perishable goods and to ensure the concession site has been properly secured for hurricane approach. 38. CONTAINERS. The sale of items in glass containers is not permitted. The County has a recycle program in place and the Concessionaire will make every effort to comply with that program with respect to the disposal of containers. 39. SAFETY AND SECURITY: The Concessionaire must provide at its expense any security measures to protect its area, equipment and materials. Such security measures may not violate any other restriction(s) of this Agreement. The County will not assume any responsibility for COA security or alarms other than the security cameras at common areas and routine law enforcement patrols by Collier County Park Ranger patrols. Smoke, fire or fume activation within the concessionaire's work area, and the reporting of those activations to the County is the responsibility of the Concessionaire. In the event of any emergencies, safety or security accident or incident to employees, visitors, and/or property the Concessionaire must communicate to the Contract Manager immediately followed by a written incident report. The Concessionaire is to have a written safety and security plan for the COA. The Concessionaire will cooperate with all jurisdictional law enforcement agencies and personnel. 40. SIGNAGE. The Concessionaire shall provide, at his sole expense, required signs at all public approaches to the Concession. All signage, advertising and posting shall be as approved by the Director of the Parks and Recreation Department or Designee. Signs that will be used for advertising purposes shall be constructed and maintained to County standards as defined by the Code Compliance Department. The use of the Collier County Logo is prohibited. 41. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Concessionaire shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Concessionaire or anyone employed or utilized by the Concessionaire in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. Page I 11 The duty to defend under this Article is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Concessionaire, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Concessionaire. Concessionaire's obligation to indemnify and defend under this Article will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 42. INSURANCE. Before commencing work of any kind, the Concessionaire shall procure the following insurance with insurance companies licensed in the State of Florida, and provide Certificates of Insurance to be attached to this Agreement. A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $300,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with all their applicable state and federal laws. D. Employer's Liability: $100,000 single limit per occurrence Special Requirements: Collier County shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Concessionaire during the duration of this Agreement. Renewal certificates shall be sent to the County at least ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any required insurance coverage. Concessionaire shall insure that all of its subcontractors comply with the same insurance - requirements that Concessionaire is required to meet. 43. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Parks and Recreation Department. As used herein, the word "County" shall refer to the Director of Parks and Recreation or Designee, unless the context renders such construction illogical. 44. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: All Insurance Certificate(s); ITB No. 15-6401 and Concessionaire's proposal. Page 1 12 In the event that any Terms and Conditions of the Request for Proposal are perceived or found to be in conflict with this Agreement, the Agreement shall take precedence. 45. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 46. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the Concessionaire is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3))) as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. If Concessionaire observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Concessionaire to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. Page 1 13 47. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 48. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Concessionaire extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful Concessionaire. 49. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract upon satisfactory negotiation of price by the Contract Manager and Concessionaire. (Signature page to follow) Page 114 IN WITNESS WHEREOF,the Concessionaire and the County, have each, respectively, by an authorized person or agent, have executed this agreement on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: ., COLLIER COUNTY, FLORIDA Dwigh E. Brock lerk of Court l By: By: Tim Nance, Chairman Dated: 4 /PA S^ Attest as tip CivrmaIi's siannfurq rnhI Zack's Food Cart Ministry Catering Inc. Concessiona• - B . ' First Witness Signatur Print Name and Title of , iii-- Pint Nam and Title /7 eV j` .-7L `A_ Second Witness _A-\SeCk litY\PNLV■cC CSE -: Print Name and Titib A •pr•ved as • ; o and Legality: - • L•- County Attorney tier)? eft 0 Page 1 15 Client#: 1697885 132ZACKSFOO ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) , 3/06/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: BB&T-Oswald Trippe and Company PHONE 239 4334535 FAX 866-881-5271 13515 Bell Tower Drive (e La Ext): (NC,No): ADDRESS: Fort Myers, FL 33907 INSURER(S)AFFORDING COVERAGE NAIC# 239 433-4535 INSURER A:Southern Owners Insurance Compa 10190 INSURED INSURER B:Zenith Insurance Company 13269 Food Cart Ministry Inc INSURER C: dba Zacks Food Cart Ministry Inc 1031 21st Street SW INSURER D INSURER E: Naples,FL 34117 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSR VD M/ POLICY NUMBER (MDD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY 20868561 05/07/2014 05/07/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 7 POLICY JE T LOC $ A AUTOMOBILE LIABILITY 20868561 05/07/2014 05/07/2015 COMBINED SINGLE LIMIT (Ea accident) _$1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE _ AUTOS (Per accident) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION Z127059101 03/09/2015 03/09/2016 X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER Y!N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $100,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Certificate Holder included as Additional Insured For any work performed for Collier County CERTIFICATE HOLDER CANCELLATION Board of Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East Naples, FL 34112-4901 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S13814198/M13814191 TOLE This page has been left blank intentionally.