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HomeMy WebLinkAboutResolution 2026-34211RESOLUTION NO. 2026-34211 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM THE FOLLOWING DOCUMENTS IN CONNECTION WITH THAT CERTAIN AGREEMENT BETWEEN THE CITY AND BETTOLI TRADING CORP. D/B/A BETTOLI VENDING ("BETTOLI") FOR THE OPERATION OF SNACK VENDING MACHINE CONCESSIONS AT VARIOUS LOCATIONS ON CITY OF MIAMI BEACH PROPERTIES ("AGREEMENT") EFFECTIVE RETROACTIVELY AS OF OCTOBER 3, 2025: (1) AN ASSIGNMENT AND ASSUMPTION AGREEMENT ("ASSIGNMENT"); SAID ASSIGNMENT TRANSFERRING TO COMPASS GROUP USA, INC. D/B/A CANTEEN VENDING SERVICES ALL RIGHTS, INTEREST AND OBLIGATIONS OF BETTOLI UNDER THE AGREEMENT; AND (2) AMENDMENT NO. 2 TO THE AGREEMENT; SAID AMENDMENT MEMORIALIZING THE ASSIGNMENT AND INCORPORATING CITY CERTIFICATIONS IN COMPLIANCE WITH FLORIDA LAW AND CITY CODE OF ORDINANCES; FURTHER, AUTHORIZING THE CITY MANAGER TO FINALIZE THE ASSIGNMENT AND AMENDMENT; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE ASSIGNMENT AND AMENDMENT. WHEREAS, on June 13, 2022, the City entered into an agreement (the "Agreement") with Bettoli Trading Corp., d/b/a Bettoli Vending ("Bettoli"), for the operation of snack vending machine concessions at various City -owned properties; and WHEREAS, the Agreement provides for an initial term of three (3) years, commencing retroactively on May 1, 2022, and ending on April 30, 2025, with two (2) additional one-year renewal options, at the City's sole discretion; and WHEREAS, on February 21, 2025, the City approved the first renewal option, extending the Agreement from May 1, 2025, through April 30, 2026; and WHEREAS, Bettoli has requested approval to assign its rights, interest and obligations under the Agreement to Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services ("Canteen Vending"); and WHEREAS, Bettoli has further committed to join the Canteen Vending team in a managerial capacity to ensure continuity of service during and after the transition; and WHEREAS, Bettoli and Canteen Vending have further requested that the City approve the second and final renewal option for the term of the Agreement, commencing on May 1, 2026 and expiring on April 30, 2027, which renewal option will be approved by the City Manager as permitted under Section 1.2 of the Agreement; and WHEREAS, pursuant to Section 15 of the Agreement, Bettoli may not assign, sublease, or otherwise transfer any portion of the Agreement without the prior written consent of the City Commission; and WHEREAS, the City Manager recommends approving, in substantial form, the draft Assignment and Assumption Agreement ("Assignment") incorporated herein by reference and attached to the City Commission Memorandum as Exhibit B; said Assignment transferring to Canteen Vending all rights, interest and obligations of Bettoli under the Agreement and requiring that Canteen Vending assume all of the obligations of Bettoli under the Agreement effective retroactively as of October 3, 2025; and WHEREAS, Bettoli and Canteen Vending have also agreed to execute Amendment No. 2 to the Agreement ("Amendment") to memorialize the Assignment and include certain certifications required by Florida law and the City's Code of Ordinances ("City Certifications"); and WHEREAS, the City Manager recommends approving, in substantial form, the draft Amendment, incorporated herein by reference and attached to the City Commission Memorandum as Exhibit C. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve, in substantial form, the following documents in connection with that certain Agreement between the City and Bettoli Trading Corp. d/b/a Bettoli Vending ("Bettoli") for the Operation of Snack Vending Machine Concessions at Various Locations on City of Miami Beach Properties ("Agreement") effective retroactively as of October 3, 2025: (1) an Assignment and Assumption Agreement ("Assignment"); said Assignment transferring to Compass Group USA, Inc. d/b/a Canteen Vending Services all rights, interest and obligations of Bettoli under the Agreement; and (2) Amendment No. 2 to the Agreement; said Amendment memorializing the Assignment and incorporating City Certifications in compliance with Florida law and City Code of Ordinances; further, authorize the City Manager to finalize the Assignment and Amendment; and further, authorize the City Manager and City Clerk to execute the Assignment and Amendment. PASSED and ADOPTED this aV day of r) , 2026. ATTEST: APR 2 8 Rafael E. GranA,do, City Clerk 2026 Steven Meiner, Mayor APPROVED AS TO FORM & LANGUAGE R EXECUTION City Attorney ,,dy(�_jr �r Dote Resolutions - C7 B MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Eric Carpenter, City Manager DATE: April 22, 2026 TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM THE FOLLOWING DOCUMENTS IN CONNECTION WITH THAT CERTAIN AGREEMENT BETWEEN THE CITY AND BETTOLI TRADING CORP. D/B/A BETTOLI VENDING ("BETTOLI") FOR THE OPERATION OF SNACK VENDING MACHINE CONCESSIONS AT VARIOUS LOCATIONS ON CITY OF MIAMI BEACH PROPERTIES ("AGREEMENT') EFFECTIVE RETROACTIVELY AS OF OCTOBER 3, 2025: (1) AN ASSIGNMENT AND ASSUMPTION AGREEMENT ("ASSIGNMENT"); SAID ASSIGNMENT TRANSFERRING TO COMPASS GROUP USA, INC. D/B/A CANTEEN VENDING SERVICES ALL RIGHTS, INTEREST AND OBLIGATIONS OF BETTOLI UNDER THE AGREEMENT; AND (2) AMENDMENT NO. 2 TO THE AGREEMENT; SAID AMENDMENT MEMORIALIZING THE ASSIGNMENT AND INCORPORATING CITY CERTIFICATIONS IN COMPLIANCE WITH FLORIDA LAW AND CITY CODE OF ORDINANCES; FURTHER, AUTHORIZING THE CITY MANAGER TO FINALIZE THE ASSIGNMENT AND AMENDMENT; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE ASSIGNMENT AND AMENDMENT. RECOMMENDATION The Administration recommends adopting the Resolution. BACKGROUND/HISTORY The City of Miami Beach ("City") and Bettoli Trading Corp., d/b/a Bettoli Vending ("Operator") are parties to an agreement dated June 13, 2022, for the operation of snack vending machine concessions at various locations on City of Miami Beach properties ("Agreement"). The Agreement provides for an initial term of three (3) years, commencing retroactively on May 1, 2022, and ending on April 30, 2025, with two (2) additional one-year renewal terms, at the City's option. The Operator is currently in its first one-year renewal term, which expires on April 30, 2026. The Operator has approached the City with a request to assign the Agreement (Exhibit A) to Compass Group USA, Inc., a Delaware Corporation, d/b/a Canteen Vending ("Canteen Vending"). ANALYSIS The Operator currently operates fourteen (14) snack machines and eight (8) ice cream machines at various City -owned locations. Canteen Vending, a division of Compass Group USA, Inc., is a nationally recognized leader in vending and refreshment services, offering proven reliability and operational excellence. The 303 of 2461 company provides advanced vending technology, including cashless payment systems and real- time inventory monitoring. Canteen Vending's commitment to sustainability, through energy - efficient equipment and responsibly sourced products, aligns with the City's environmental goals and green initiatives. With a nationwide presence and local service teams, Canteen combines the resources of a global organization with personalized, responsive support for City facilities. Partnering with Canteen will enhance service quality, reduce operational risk, and deliver innovative solutions that improve the overall experience at City -owned locations. To formalize this transition, an Assignment and Assumption Agreement ("Assignment") transferring to Compass Group USA, Inc. d/b/a Canteen Vending Services all rights, interests, and obligations of Bettoli under the Agreement is attached hereto as Exhibit B. The Operator and Canteen Vending have also requested that the City approve the second and final renewal term under the Agreement, commencing on May 1, 2026 and expiring on April 30, 2027, which renewal option will be approved by the City Manager as permitted under Section 1.2 of the Agreement and included in the proposed Amendment No. 2 (Exhibit C) to the Agreement also memorializing the Assignment and incorporating city certifications in compliance with Florida law and the City Code of Ordinances. FISCAL IMPACT STATEMENT N/A Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY) If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: https•//www miamibeachflgov/city-hall/city-clerk/meeting-notices/ FINANCIAL INFORMATION N/A CONCLUSION Based on the foregoing, the Administration recommends that the Mayor and City Commission 1) approve in substantial form, the Assignment and Assumption of the Agreement; and further, authorize the City Manager and City Clerk to execute the final Agreement; and 2) approve Amendment No. 2 to the Agreement, said Amendment extending the final term commencing on May 1, 2026, and expiring on April 30, 2027. Applicable Area Citywide Is this a "Residents Right to Know" item, pursuant to City Code Section 2-17? M Is this item related to a G.O. Bond Project? M Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal engaged in lobbying? No If so, specify the name of lobbyists) and principal(s): 304 of 2461 Department City Manager Sponsor(s) Co-sponsor(s) Condensed Title Approve Agreement w/ Bettoli, Snack Vending Machine Concessions. CM Previous Action (For City Clerk Use Only) 305 of 2461 Exhibit A Bettoli Trading Corp. 6095 NW 1671h STREET Suite D-4 MIAMI, FL. 33015 305-626-0740 http://www.BettoliVending.com October 3, 2025 Subject: Request for Approval of Contract Assignment Dear Ozzie Dominguez, I am writing to formally request approval for the assignment of the attached contract currently held by Bettoli Trading Corp to Compass Group USA, Inc. Bettoli Trading Corp has agreed to assign all rights, responsibilities, and obligations under the referenced contract to Compass Group USA, effective upon your approval. Compass Group USA is a well -established entity with the capability and resources to fully perform and uphold all terms and conditions of the contract. We kindly ask that you review and approve this assignment at your earliest convenience. Please find the contract enclosed for your reference. Should you require any additional information, documentation, or assurances, I would be glad to provide them promptly. Thank you for your consideration of this request. I look forward to your confirmation. Sincerely, Maurizio Bettoli Director of Operations Bettoli Vending Maurizioaa BettoliVending.com 306 of 2461 EXHIBIT B ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment'), is entered into on this day of , 2026, with a retroactive effective date of October 3, 2025 ("Effective Date") by and between Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending ("Operator/Assignor"), whose principal corporate address is 6095 N.W. 1671h Street, Suite D, Miami, Florida 33015, and Compass Group Usa, Inc., a Delaware corporation, d/b/a Canteen Vending Services ("Operator/Assignee"), whose principal corporate address is 2400 Yorkmont Road, Charlotte, NC 28217. WITNESSETH, that for valuable consideration in hand paid by Operator/Assignee to Operator/Assignor, receipt of which is hereby acknowledged, Operator/Assignor and Operator/Assignee hereby agree, as follows: 1. Operator/Assignor hereby assigns to Operator/Assignee all rights, interest and obligations in and to that certain Agreement by and between Operator/Assignor and the City of Miami Beach (the "City") dated June 13, 2022, for the operation of snack vending machines at various City -owned properties (the "Agreement'), incorporated herein by reference and attached hereto as Exhibit "A". 2. Operator/Assignee hereby accepts the assignment of the Agreement, assumes and agrees to perform all of the duties and obligations of Operator/Assignor under the Agreement, and further agrees to be personally liable and subject to all conditions and restrictions to which Operator/Assignor is subject to under said Agreement. 3. Notwithstanding the assignment to and assumption by Operator/Assignee of the Agreement, Operator/Assignor shall remain personally liable for the full and faithful performance of the obligation, duties, and liabilities of the Operator (as referenced in the Agreement) under the Agreement, and further waives notice of any default or events of default under the Agreement. 4. Operator/Assignor and Operator/Assignee further agree to remain jointly and severally liable with respect to the Agreement for the entire term of the Agreement inclusive of the second and final renewal term, expiring on April 30, 2027. 5. Upon execution of this Assignment and the below Consent to Assignment and Assumption of Agreement (the "Consent'), and for purposes of interpreting the Agreement, all references to "Bettoli Trading Corp.", "Bettoli Vending" or "Operator" under the Agreement shall hereinafter be deemed to refer to Operator/Assignee. 6. Any future required notices by the City to the Operator under Section 19 of the Agreement shall be deemed duly served upon receipt if mailed to: Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services 2400 Yorkmont Road Charlotte, NC 28217 7. The undersigned parties agree that no warranties of any kind whatsoever are made incident to this Assignment. 1 307 of 2461 IN WITNESS WHEREOF, the Operator/Assignor and Operator/Assignee have executed this Assignment on the day and year first above written. (Operator/Assignor) BETTOLI TRADING CORP., A FLORIDA CORPORATION, D/B/A BETTOLI VENDING By: Print Name: Attest: Print Name: Date: (Operator/Assignee) COMPASS GROUP USA, INC., A DELAWARE CORPORATION, D/B/A CANTEEN VENDING SERVICES By: President Print Name: Attest: Print Name: Date: CONSENT BY CITY TO ASSIGNMENT AND ASSUMPTION AGREEMENT President The undersigned hereby consents to the above Assignment, as authorized pursuant to City Commission Resolution No. , without warranties of any kind whatsoever being made incident to this Consent or the Assignment. Attest: Rafael E. Granado, City Clerk Date: CITY OF MIAMI BEACH, FLORIDA Eric T. Carpenter, City Manager Date: 2 308 of 2461 2 309 of 2461 EXHIBIT "A" AGREEMENT 3 310 of 2461 EXHIBIT C AMENDMENT NO. 2 TO AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND BETTOLI TRADING CORP. D/B/A BETTOLI VENDING FOR OPERATION OF SNACK VENDING MACHINE CONCESSIONS AT VARIOUS LOCATIONS ON CITY OF MIAMI BEACH PROPERTIES PURSUANT TO REQUEST FOR LETTERS OF INTEREST (RFLI #2022-048-ND) THIS AMENDMENT NO. 2 ("Amendment") to the Agreement dated June 13, 2022 ("Agreement") by and between the City of Miami Beach, a municipal corporation organized and existing under the laws of the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City") and Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending, with offices at 6095 NW 167 street, Suite D, Miami, Florida 33015 ("Operator"), for the Operation of Snack Vending Machines at Various Locations on City of Miami Beach Properties Pursuant to Request for Letters of Interest (RFLI #2022-048-ND), is hereby entered into on this day of 2026, with an Effective Date of October 3, 2025 ("Effective Date"). RECITALS WHEREAS, on June 13, 2022, the City entered into an agreement (the "Agreement") with Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending ("Bettoli"), for the operation of snack vending machine concessions at various City -owned properties; and WHEREAS, the Agreement provides for an initial term of three (3) years, commencing retroactively on May 1, 2022, and ending on April 30, 2025, with two (2) additional one-year renewal options, at the City's sole discretion; and WHEREAS, on February 21, 2025, the City approved the first renewal option, extending the Agreement from May 1, 2025, through April 30, 2026; and WHEREAS, contemporaneously herewith, the City has consented to an Assignment and Assumption Agreement ("Assignment"), transferring all rights, interest and obligations of Bettoli in and to the Agreement to Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services ("Canteen Vending") effective retroactively as of October 3, 2025, subject to Canteen Vending assuming all of Bettoli's obligations under the Agreement; and WHEREAS, as permitted under Section 1.2 of the Agreement the City Manager has agreed to approve the second and final renewal term, commencing on May 1, 2026 and expiring on April 30, 2027; and WHEREAS, the City, Bettoli and Canteen Vending hereby agree to amend the Agreement to include certain certifications required by Florida law and the City's Code of Ordinances ("City Certifications"); and WHEREAS, on April 22, 2026, the Mayor and City Commission adopted Resolution No. approving in substantial form, this Amendment and the Assignment. 311 of 2461 NOW THEREFORE, in consideration of the mutual promises and conditions contained herein, and other good and valuable considerations, the sufficiency of which is hereby acknowledged, the City, Bettoli and Canteen Vending hereby agree to amend the Agreement as follows: 1. ABOVE RECITALS. The above recitals are true and correct and are incorporated as part of this Amendment. 2. MODIFICATIONS. The Agreement is hereby modified (deleted items StFUGk thmuo and inserted items underlined) as follows: A. The second and final renewal term, commencing on May 1, 2026 and expiring on April 30, 2027, is hereby approved. B. A copy of the Assignment is incorporated herein by reference and attached hereto as Exhibit "A". As set forth in the Assignment, any references to "Operator" in the Agreement shall hereinafter refer to Canteen Vending. C. Bettoli and Canteen Vending have executed the City Certifications, incorporated herein by reference and attached hereto as Exhibit "B", and hereby agree to comply with said City Certifications from the Effective Date of this Amendment through the end of the term of the Agreement. D. A new Section 25 is hereby added to the Agreement, as follows: SECTION 25. PROHIBITION ON CONTRACTING WITH AN INDIVIDUAL OR ENTITY WHICH HAS PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY ELECTED OFFICE: Bettoli and Canteen Vending warrant and represent that, within two (2) years prior to the Effective Date, Bettoli and Canteen Vending have not received compensation for services performed for a candidate for City elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City Code. For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-379 of the City Code shall not apply to the following: A. Any individual or entity that provides goods to a candidate for office. B. Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes, without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and office supply vendors. C. Any individual or entity which performs licensed professional services (including for example, legal or accounting services. 3. RATIFICATION. Except as amended herein, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event there is a conflict between the provisions of this Amendment and the Agreement, the provisions of this Amendment shall govern. [REMAINDER OF THIS PAGE INENTIONALLY LEFT BLANK] 312 of 2461 IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seals to be affixed; all as of this day and year first written above. FOR CITY: ATTEST: Rafael E. Granado, City Clerk Date FOR OPERATOR: (Operator/Assignor) BETTOLI TRADING CORP., A FLORIDA CORPORATION, D/B/A BETTOLI VENDING By: Print Name: Attest: Print Name: Date: CITY OF MIAMI BEACH Eric T. Carpenter, City Manager (Operator/Assignee) COMPASS GROUP USA, INC., A DELAWARE CORPORATION, D/B/A CANTEEN VENDING SERVICES By: President Print Name: Attest: Print Name: Date: President 313 of 2461 314 of 2461 EXHIBIT "A" ASSIGNMENT 315 of 2461 316 of 2461 EXHIBIT "B" CITY'S AFFIDAVITS AND CERTIFICATIONS Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending shall initial each section included in this Exhibit. The act of initialing confirms their review of, and agreement to, the statements contained therein. Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending shall also sign and notarize the acknowledgment at the end of this Exhibit, affirming the truth and accuracy of all initialed statements. This Exhibit must be completed by a person authorized to make the following attestations on behalf of Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending: Initials (_) In accordance with Section 787.06(13), Florida Statutes, incorporated herein by reference, the undersigned, on behalf of Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending, hereby attests under penalty of perjury that Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking". Initials ( ) In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the undersigned, on behalf of Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending, hereby attests under penalty of perjury that Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending does not meet any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending is owned by a government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending; or (c) Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending is organized under the laws of or has its principal place of business in a foreign country of concern. Initials (_) In accordance with Section 2-375.1(2)(a) of the City Code, Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending hereby certifies that Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending is not currently engaged in, and for the duration of the Agreement, will not engage in a boycott of Israel. "Boycott of Israel" as referred to herein means engaging in refusals to deal, terminating business activities, or other similar commercial actions that are intended to limit commercial relations with persons or entities doing business in Israel or in Israeli -controlled territories, when such actions are taken: (i) in compliance or adherence to calls for a boycott of Israel, other than those boycotts to which 50 App. U.S.C. §2407(c) applies; or (ii) in a manner that discriminates on the basis of nationality, national origin, religion, or other unreasonable basis. [SIGNATURE PAGE FOLLOWS] 317 of 2461 BY SIGNING AND NOTARIZING THIS PAGE, YOU ARE ATTESTING TO THE AFFIDAVITS AND CERTIFICATIONS IN SECTIONS 1-3 OF THIS EXHIBIT. I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness of the claims made in this Exhibit and that the punishment for knowingly making a false statement may include fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending: Signature of Authorized Representative (Address) Name/Title: State of County of The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 202_ by as , of Bettoli Trading Corp., a Florida corporation, d/b/a Bettoli Vending, known to me to be the person described herein, or who produced as identification, and who did/did not take an oath. NOTARY PUBLIC: (Signature) (Print Name) My commission expires: 318 of 2461 319 of 2461 Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services shall initial each section included in this Exhibit. The act of initialing confirms their review of, and agreement to, the statements contained therein. Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services shall also sign and notarize the acknowledgment at the end of this Exhibit, affirming the truth and accuracy of all initialed statements. This Exhibit must be completed by a person authorized to make the following attestations on behalf of Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services: Initials (_) In accordance with Section 787.06(13), Florida Statutes, incorporated herein by reference, the undersigned, on behalf of Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services hereby attests under penalty of perjury that Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking". Initials (_) In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the undersigned, on behalf of Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services, hereby attests under penalty of perjury that Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services does not meet any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services is owned by a government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services; or (c) Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services is organized under the laws of or has its principal place of business in a foreign country of concern. Initials O In accordance with Section 2-375.1(2)(a) of the City Code, Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services hereby certifies that Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services is not currently engaged in, and for the duration of the Agreement, will not engage in a boycott of Israel. "Boycott of Israel" as referred to herein means engaging in refusals to deal, terminating business activities, or other similar commercial actions that are intended to limit commercial relations with persons or entities doing business in Israel or in Israeli -controlled territories, when such actions are taken: (i) in compliance or adherence to calls for a boycott of Israel, other than those boycotts to which 50 App. U.S.C. §2407(c) applies; or (ii) in a manner that discriminates on the basis of nationality, national origin, religion, or other unreasonable basis. [SIGNATURE PAGE FOLLOWS] 320 of 2461 A. A 321 of 2461 SIGNATURE AND NOTARIZATION BY SIGNING AND NOTARIZING THIS PAGE, YOU ARE ATTESTING TO THE AFFIDAVITS AND CERTIFICATIONS IN SECTIONS 1-3 OF THIS EXHIBIT. I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness of the claims made in this Exhibit and that the punishment for knowingly making a false statement may include fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services: Signature of Authorized Representative (Address) Name/Title: State of County of The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 1 202_ by , as of Compass Group USA, Inc., a Delaware corporation, d/b/a Canteen Vending Services, known to me to be the person described herein, or who produced as identification, and who did/did not take an oath. NOTARY PUBLIC: (Signature) (Print Name) My commission expires: S 322 of 2461