a = Farmers Market Receipts Wednesday, October 14, 2015 Account: RESTAURANT RENTAL Date Company Check * Check Date Amount e524 BARALLC 167 20% ss988 erozo%e BAHALLC it grate S651 erez01 BAHALLE na aezore sos 35647 252014 BAKA LLC 11 ezeaate mos suse Account Total: sa7aas Total: ‘$278.35 Farmers Market Receipts Frany Ocnoer a, 2016 Account: RESTAURANT RENTAL Date ‘Company Check# Check Date, Amount T7201 BARALLC vez aie era s35t.02 2014 BAKALLC ns tei a0 52008 on2014 BAKALLC ws oaz014 m9 ssr22 ono. BAHA LLC wr sasaove es 8159779 rio BAKA LLC 1200 ian set s1asazt 22014 BAA LLC sms tanote se srs rm0n01s BAHALLC rat viezois ero saaa7s 2r072015 BAKALLC tas 2azois are 540338 3102018 BAKALLC 1363 aot se1_ss20s0 aa201s aAKALLC ore atazos a8 seer Si12015 BAKALLC se. suiz018 ose sie013 812015 BAKALLC ue essz0ts oor s1stase 77282015 BAHALLC vest raezots oa $2088 ap2015 SAHALLC sz azois we stst0 10182015 BAKA LLC 58 tos2015 sar s200253 Account Total: s1g.s8095 Total: $15.55095RESTAURANT LEASE FOR MISSISSIPPI FARMERS MARKET THIS CONTRACT is made and entered into by and between the Mississippi Department of Agriculture and Commerce, an agency of the State of Mississippi, hercinaiter referred to as “Department,” and BAHA, LLC and BAHAMA, LLC, dibva “Uncorked Catering.” a/k/a “The Farmer's Table,” hereinafter referred to as “Operator.” WHEREAS, the Department is the agency authorized by law to manage the Mississippi Farmers Market (the Market”), and the building located thereon, in the City of Jackson, Mississippi; and WHEREAS, the Department and Operator are desirous of entering into a contract under which the Operator would operate a restaurant at the Market. NOW, THEREFORE, for and in consideration of the covenants and agreements herein expressed and the feithful performance ofall suck covenants and agreements, the Department and Operator agree as follows: 1, OPERATION, Operator agrees to operate a restaurant for the general public in the space provided at the Market herein after referred to as the “Establishment,” and more fully described herein, for six (6) days per week. Operator agrees to pay a twenty-five percent (25%) commission of all proceeds to the Department for retail food sales. Additionally, Operator agrees to pay fouriven percent (14%) commission of all proceeds to the Department for any catering prepared at the Market Operator shall not hold the Department liable or responsible for any rescheduling or cancellation of events during ‘the contract period due to construction and renovation projects or declared state of emergency at the Market. Operator will abide by Department operating rules and regulations. The sale and serving of alcoholic beverages at the Market will be subject to rules and regulations as may be adopted by the Department and any applicable rules, regulations and laws of the Mississippi Department of Revenue and/or its Alcoholic Beverage Control Unit. This. contract shall be deemed to be a license or permit and not a lease, Operator shall have the exclusive right to operate a restaurant in the designated space set forth in Section 2 of this Contract, ‘The Establishment shall operate six (6) days a week from 7:00 a.m, to 2:00 pam, gad shall serve, at minimum, breakfast and lunch, Monday through Saturday, except for holidays. If Operator wishes to extend or modify the operating hours, it must seek approval from the Department prior to doing so. 2. FACILITIES. The term “facilities” as used herein shall mean the area(s) at the Mississippi Farmers Market utilized by Operator, but does not include any equipment or appliances or any other space or property not designated in this agreement. ‘The space to be utilized in the operation of the Establishment includes: (A) Approximately 513 square fect (24.8 X 20.7") of climate-controlled space, known a3 Unit #104, located in the Farmers Market building at 929 High Street, Jackson, Mississippi. The facility includes hot and cold water connections; three (3) NEMA 14-30R 30A 125/250 'V Outlets; six (6) - 3-Prong 110 V Outlets ; air conditioning and heating unit (separate from the Farmers Market); and a Larkin Vent-a-Hood (9 % feet by 4 fet), (B) Floor drain; utilities; and access to the Farmers Market restrooms. (©) Gas Connections are available, and connected to the existing gas plumbing available throughout the facility. (D) Operator will have use of allocated storage Space in Unit #105 and the storage annex located directly adjacent to ead south of Unit #104, which is approximately 15 feet in length x 7 feet in width x 8 feet in height, ‘All menu boards used by Operator (whether printed or displayed) must be approved by the Market Manager. Operator shall maintain said areas occupied by Operator in a clean and sanitary condition and in accordance with the standards of the Mississippi State Department of Health.Any signage advertising the Establishment posted by Operator on Department property must be approved by the Department, ‘The Department may obtain surveillance cameras, a its own expense, an install chem in the Establishment or at any other place in the Market utilized by Operator. EQUIPMENT. If Operator needs additional equipment, appliances or supplies to perform hereunder, it will supply such items at its own expense. Operator agrees to obtain and maintain the equipment at its own expense and Use said equipment, appliances or supplies in conducting its operations hercunder, Operator shall retain the ownership of the equipment and appliances that it has obtained at its’ own expense, and may remove said equipment and appliances at the termination of this contract and dispose of it as Operator chooses, However, if aay of such equipment or appliances have been built into or attached to the facility, they shall not be removed by Operator ‘upon the termination of this agreement, but such equipment or appliances shall thereupon become the property of the Department. Operator shall be responsible for the upkeep, maintenance, repair and replacement of all ‘equipment and appliances used in their operations at the Market, whether furnished by the Department or by Operator. Operator shall maintain such items in a clean, sanitary and serviccable condition so as to satisfy all laws and regulations of the State of Mississippi. Operator shall inform the Department in viriting of any audits or inspections by local, state or federal agencies or authorities. 4, FOOD SERVICES, Operator agrees to sell to the public only those items that are approved by the Department ‘The prices that Operator charges for said items shall not exceed the prices charged in other establishments, except with the written consent of the Department. Operator has the non-exclusive right to prepare and serve catered or ‘buffetestyle meals at the Establishment. However, outside vendors or caterers are not permitted to use Operator's equipment, without Operator's approval. Operator is not prohibited by this Contract ftom serving such meals away from the facilities; however, food prepared at the Market will be subject to the sales commissions’ percentages for catering, as specified in Section 5 of this contract, This contract does not cover the sale of items sold by vendors in the stalls of the Farmers Market. 5 s CO! IONS. Sales are defined as “net of sales tax.” (“Net of sales tax” is defined as gross sales minus sales tax and/or any other applicable taxes related to sales.) Operator will pay to the Department om all sales from the restaurant and/or catering a sales commission equal to the following: Restaurant Sales Restaurant (including Cafeteria) & Retail Sales 25.% of Sales K -Alcok es Catering 14 % of Food & Beverage Sales Cash Bars 25_% of Beverage Sales Catered Events Sales 14% of Beverage Sales Operator shall be responsible for collecting and transmitting to the Department, as provided above, sales commission revenue from outside vendors that the Operator brings to the Fanners Market “The Department shall pay for all utilities at the facility; however, if the cost of utilities im the areas utilized by Operator increases over its cost on the day this contract is made, the sales’ commissions shall be increased by an ‘amount to cover such increase, but only upon documentary evidence of such increase being provided by the Department to Operator. 6. PAYMENT, Sales are defined as “net of sales tax.” (“Net of sales tax” is defined as gross sales minus sales tax ‘and/or any other applicable taxes related to sales.) All amounts which Operator agrees to pay pursuant to this 2contract shall be paid to the Department in Lawful money of the United States on a monthly basis, Such amounts shall be paid by Operator to the Department or designated representative on or before the Sth day of each month for the preceding month's sales. A late payment penalty of 10% will be assessed and will accrue at a rate of an additional 10% for each additional month that said payment is late. Ar the same time, Operator shall deliver to the Department a summary of the prior month’s sales, stating the sales revenue, and the Sales commissions due to the Department, in a form acceptable to the Department, Within 90 days following the end of each calendar year, Operator shall supply to the Department an independent audit by @ certified public accountant licensed in the State of Mississippi and approved by the Department certifying their receipts for the previous calendar year. Ifthe audit is deemed unacceptable by the Department, the Department shall have the right to make a special audit of all books and records at Operator's expense. Any shortage determined to exist shall be due and payable within 15 days of the acceptance and approval of the audit by the Department. The late payment penalty provision may be assessed by the Department on the shortage from the month of the shortage until payment. Operator shall maintain a copy of all financial records for audit anytime throughout the term of this contract. These records shall also be maintained for three (3) additional years following the expiration of the term of the contract. IMPROVEMENTS, Prior to any improvements to the Establishment, Operator must receive permission of the Department. Any improvements to the Establishment must be completed by a licensed and bonded contractor at Operator's expense after approval is received from the Department. ‘The improvements affixed to real property are considered to be fixtures and will be the property of the Department. . OPERATING PLAN. Operator shall set forth its written annual operating plan for providing high quality restaurant/catering operations at the Farmers Market, as set forth in its written proposal to the Department, and said plan is incorporated herein by reference. In the event a conflict or discrepancy arises between this agreement and the operating plaa, the language of this agreement is controlling. Operator shall institute and maintain throughout the contract period a properly documented quality control program designed to ensure that the-services are provided at all times and in all respects in accordance with the contract. The program shall include daily supervision of Operator's staff, conducting frequent inspections of equipment and facilities, and ensuring that accurate financial and operational records are maintained. Operator ‘must have written policies and procedures deseribing the handling and disposition of all customer complaints Operator, at its own expense, must perform anual background checks on all of its employees and subcontractor employees of the Establishment, either full or parttime, that work on this contract. The background checks are to inckude but ate not limited to felony convictions. Operator, at its own expense, must perform random annual drug tests on all of its employees and subcontractor employees of the Establishment, cither full or parttime, that work on this contract, and said employees may be drug tested more often than annually, at Operator’s discretion and expense. If an employee of Operator tests positive for drugs or is convicted of a felony, he may not be allowed to perform any services under this contract. Operator must submit to the Department or its designated representative the results of the annual background checks and drug screenings at the beginning date of this contract and by January 31 of each year thereafter. Upon any positive drug test for any employee or subcontractor employee, the Department shall be notified immediately. Failure to submit the above reports may result in a penalty of $50.00 per day. These records shall be open to inspection by the Department or its designated representative. . TERM, This contract shall bave a term of three (3) years, beginning on August 18, 2014 and ending on August 17, 2017. ‘The Department shall have the option of extending this contract for an additional two (2) years in increments of one year by giving written notice to Operator prior to the expiration of the then existing term hereof. [At the end of the term, Operator shall have ten (10) days to vacate the Property10. EXISTING CONTRACTS, This contract is not subject to any other contract, However, this Agreement does not preclude the Department from entering into additional contracts for rental of space to farmers, civie groups, individuals, businesses, goveramental entities, ete, LL, USE_OF FACILITIES, Operator shall comply with all local, state and federal laws, ordinances, rales aud regulations in its use of the Establishment described herein, and Operator shall obtain and maintain all permits, licenses and regulatory approvals to conduct its operations hereunder, which are required by local, state and federal authorities, including but not limited to, the Mississippi State Health Department and/or the county health department, the State of Mississippi, the Mississippi Department of Revenue, Hinds County and the City of Jackson. “Operations hereunder” include: Market restaurant operations, catering operations/events on Market property, and/or mobile unit operations on Market property (as approved by the Department). Furthermore, Operator agrees to comply with all orders of the City, County, State, and Federal Government and ail mules, regulations and directives issued by the Department. The Operator shall be required to comply with OSHA, state and county safety and occupational health standards, Operator shall comply with the State Fire Code in its use of the Market, No portion of any passageway or exit shall be blocked or obstructed in any manner whatsoever, and no exit door or any exit shall be locked, blacked or bolted while the facilities are in use. All designated exit ways shall be maintained in such manner as to be visible aval] times. Operator shall be responsible for periodic servicing of fire extinguishers and fire protection systems in the kitchen/food preparation areas, including servicing and cleaning the veut-a-hood, and shall ensure that they are kept ina usable, serviceable condition at no cost to the Department Operator shall abide by all federal, state and local environmental laws, rules, ordinances and regulations as they relate to hazardous materials, including, but not limited to, freon, refrigerants, dioxin, petrolcwn products, asbestos, polychlorinated biphenyls, methane, propane, flammable materials, radioactive materials and orher substances controlled under any environmental law. Operator will indemnify and okt the Department harmless from all damages and losses if Operator or any of its employees, agents or subcontractors violates aay of the above-referenced laws, rules, ordinances or regulations, including the payment of attorney fees, clean-up costs, fines or penalties levied by any governmental agency. Operator shall not allow any of its officers, employees or agents to commit waste on the land, buildings or improvements at the Farmers Market, or to damage such land, buildings or improvements or to allow any activity that would constitute a public nuisance. IF Operator or any of its officers, employees, subcontractors oF agents shall cause any damage to any of the land, buildings or improvements at the Farmers Market, Operator shall be responsible for the cost of repairing or replacing such land, buildings or improvements to their former condition within ninety (90) days after such damage occurs, ordinary wear and tear excepted. Operator shall, a its own cost and expense, provide pest control service in all food preparation and service areas, Operator may not perform this service on its own or with its own personnel, but must hire or contract a licensed. professional exterminator, The exterminator shall be licensed in accordance with laws, ordinances, and regulatioes of the State of Mississippi. All food preparation and service areas must be treated at least once a month or more as, determined by the Department ‘Operator shall also be responsible for the cleaning and servicing, at no cost to the Department, of auy grease traps associated with the Kitchen operation, Operator shall provide the Department or designated representative with copies of all invoices and maintenance service reports, upon request. Operator will be responsible for locking and securing of the Establishment area at the closing daily. Operator will notify the Department in. writing if the Establishment space will be used outside its normal epezating hours. Operator will be allowed to install dining tables in locations deemed appropriate by the Department and must maintain the dining area in a clean manner throughout the term of the contract. At the discretion of the 413 14, 15. Department, Operator may be allowed to install dining tables in Retail Space Unit #108, the east side of Corridor #IOIB and at the east and west entrances of the building, Operator agrees to maintain all spaces utilized by Operator, including any dining areas, in a clean and sanitary condition so as to comply with any and all applicable laws and regulations CONDITION OF FACILITIES. Operator certifies that they have inspected the facilities, including the Establishment, 10 be utilized by Operator at the Farmers Market, and Opersior is satisfied with the physical condition of said facilities and accepts said facilities in their current condition. The Department will maintain and keep said facilities in good order and repair during the term of this agreement, except where sue facilities are damaged by Operator, in which case Operator shall be responsible for the repair of same, Operator will be responsible for the proper custody and care of any State-owned property furnished for operators ‘used in connection with the performance of this agreement. Operator will reimburse the Department or the State for any loss or damage, normal wear and tear expected. Operator will be responsible for all damages to the Market by any of Operator's employees or agents. Operator shall be held responsible for the safety of its employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the area under the contract. Operator sball be required to comply with OSHA, State and County Safety and Occupational Health Standards. SANITATION. Operator shall maintain the Market and all eating areas in ¢ clean and sanitary manner. This includes, but is not limited to, the kitchen, food preparation area, storage areas and dining areas occupied by Operator. The Department or designated representative will be allowed to meke inspections of any and all arces cecupied or used by Operator, ‘All trash must be removed and trashean liners replaced daily by Operator personnel. Operator shall be responsible for maintaining the cleanliness of the entire arcs, including but not limited to, floors, customer dining areas, walls, tables, chairs, sinks and trash cans. Operator shall maintain equipment necessary to transport, serve and maintain food at proper health-code required temperatures for the Establishment. Operator will maintain, a its own expense, & dumpster on site in a designated area, which will be serviced weekly and, if usage warrants, serviced twice a week. OPERATOR PERSONNEL. The Department shall, throughout the life ofthe contract, have the right of reasonable rejection and approval of staff or Subcontractors assigned to the work by the Operator. If the Department reasonably rejects staff or Subcontractors and asks for their removal, Operator must provide replacement staiT oF Subcontractors satisfactory to the Department in a timely manner and at no additional cost to the Department. Any ‘employee so removed from employment by Operator shall not be, without the written consent of the Department, allowed fo work as an employee of the Establishment at the Market. The day-to-day supervision and control of the ‘Opstator's employees and Subcontractors isthe sole responsibility of Operator. COperator"s employees shall render efficient service 19 the consuming public. Operator's and subcontractor’ employees shall be neatly dressed and groomed. The Operator's employees shall at all times be polite and ‘courteous in their dealings with the facility's patrons and management, Operator's and subcontractors employees shall not be allowed to use off-color language, swear words, or behave in a lewd and lascivious manuer nor shall they be under the influence, or partake of illicit drugs or aleohol at the Market. ‘The Department reserves the right to maintain records of any problems with Operator’s or subcomtractor’s employees. QUALITY. All food items or goods sold by Operator shall be of first class quality and free of bacteria, pathogens, and other disease causing micro-organisms according to the laws of the State of Mississippi. Leftover perishables shall aot be sold at any time and rejected items must be immediately removed from the facility and disposed of and may not be returned for sale.16. RECORDS. Operator shall maintain truthful and accurate records of all of its operations and transactions conducted under this contract. The Department or designated representative shall have the right to enter Operator's offices during regular business hours and to inspect, copy or audit any of such records. Failure to maintain accurate records of to provide access to same to the Department may result in a penalty of $50.00 per day. The Department or any duly authorized representatives, shall have unimpeded, prompt access to any of the Operator's books documents, papers, and/or records which are maintained or produced as a result of the contract for the purpose of making audits, examinations, excerpts, and transcriptions, The Operator shall retain all records related to this Agreement for three (3) years after final payment is made under this Agreement and all pending matters are closed. However, if aay audit, litigation or other action arising out of or related in any way to this contact is commenced before the cud of the three (3) year petiod, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the threc (3) year period, whichever is later. 17. TERMINATION. This agreement may be terminated upon any of the following events and in those instances described elsewhere herein and after ten (10) days writen notice having been given by the terminating party to the other party: 1. Upon expiration of the initial term, or, ifthe contract has been renewed, the expiration of such renewal term. 2. If Operator shall become bankrupt or shall make a general assignment for the benefit of its creditors, the Department may terminate and end this contract, and the terms hereby created and all rights and interests of Operator hereunder shall cease and terminate, The Department may exercise any and all remedies available to itupon termination. 3. Upon the destruction of all or part of the facilities, equipment or appliances, as described more fully in the Paragraph 21, “Casualty Loss,” of the Contract. 4, Termination for Convenience Clause a. Temmination, The Commissioner of the Mississippi Department of Agriculture and Commerce, may, when the interest of the State so requires, terminate this contract in whole or in part, for the convenience of the State. The Commissioner shall give written notice of the termination to Operator specifying the part of the ‘contract terminated and when termination becomes effective. . Operator’s Obligation, The Operator shall incur no further obligations in connection with the terminated ‘work and on the date set in the notice of termination the Operator will stop work to the extent specified. The Operator shall also terminate outstanding orders and subcontracts as they relate to the terminated work. The Operator shall settle the liabilities and cleims arising out of the termination of subcontracts and orders connected with the terminated work. The Procurement Officer may direct the Operator to assign the Operator's right, ttle, and interest under terminated orders or subcontracts to the Department. The Operator ‘must still complete the work not terminated by the notice of termination and may incur obligations as arc necessary to do s0, 5. Tecmination for Default Clause a. Default, If the Operator refuses or fails to perform any of the provisions of this contract with such diligence a will ensure its completion within the time specified in this contract, or any extension thereof otherwise fails to timely satisfy the contract provisions, or commits any other substantial breach of this contract, the Department may notify the Operator in writing of the delay or nonperformance and, if not cured in ten (10) ‘days or any longer time specitied in writing by the Department, the Deparment may terminate the contract or such pact of the contract as to which there has been delay or a failure to properly perform. The contract ‘may be terminated by the Operator if the Department violates any of the contract terms. b. Operator's Duties, Notwithstanding termination of the contract and subject to any directions from the Procurement Officer, the Operator shall take timely, reasonable, and necessary action to protect and preserve property inthe possession of the Operator in which the State has an interast. 6. Additional Rights and Remedies. The rights and remedies provide in this clause are in addition to any other rights and remedies provided by law or under the contract. 6Upon termination, all balances due and owed to the Department by the Operstor must be remitted immediately, This provision is nota limitation on any other rights or remedies available to the Department, 18, INSURANCE. Operator shall obtain and keep in full force and effect throughout the term of this contract a policy of public lability insurance in the amount of $1,000,000.00 per occurrence aud $2,000,000 in the aggregate for all claims for bodily injury, death or property damage arising out of any acts or omissions occurring as a result of Operator's operations hereunder, and insuring the Department as an additional insured. Operator shall also ‘maintain workers? compensation insurance in full force and effect covering all of Operator's employees. Operator shall furnish to the Department an insurer's certificate as evidence of the existence of said policies on the day this contract is made and the anniversary date, Operator shall and has in full force and effect, throughout the term of this agreement, concessionaire bond of $25,000.00 to guarantee that Operator fulfils financial obligations under this agreement. Said bond will be obtained by the Operator from a surety and may be exercised by the Department in the event of default by Operator. Operator will obiain and maintain throughout the contract term a fidelity bond in the amount of $25,000 for employee dishonest acts. Operator shall farnish to the Department copies of the concessionaire and fidelity bonds, 19, INDEMNIFICATION. To the fullest extent allowed by [aw, Operator shall indemnify, defend, save, hold harmless, protect and exonerate the Department, its Commissioner, employees, agents, representatives and the State of Mississippi ffom and against all claims, demands, liabilities, suits, actions, damages and losses for personal injury, death or property damage and costs or every kind and nature whatsoever, including, without limitation, court costs, investigative fees and attomey fees and expenses arising out of Operator's operations hereunder or Operator's performance of or failure to perform this egreemtent, and whether caused by or caused by Operator of its agents, employees or subcontractors, Operator sball bc solely responsible for all costs and/or expenses associated with such defense. 20, CASUALTY LOSS. in the event of damage by fire, water, wind, flood, tornado, hurricane or other casualty to any of the facilities, equipment or appliances at the Market utilized by Operator, Operator may continue to conduct ‘their establishment operations at the facility and witb the equipment and appliances that are unaffected by such, casualty loss, If such casualty loss to the facilities, equipment or appliances is caused by Operator or its agents, officers or employees, Operaior shall compensate the Department for such damage withia ninety (90) days after such loss oceurs. ‘The Department shall then repair such damage, and Operator may then resume operations in the repaired areas. If all of such facility, equipment and appliances are rendered unsuitable for use by such loss or to such an extent rendering further operations hercunder unfeasible, this agreement shall terminate, but Operator's liability, if any, for any such loss shall survive such termination, 21. STATE OF EMERGENCY. During declared state of emergencies, this agreement may be suspended until such times as the declared state of emergency is concluded. During such times, the Department may have the full use tnd occupation of the facility, including the right to receive any income or reverie generated by the leasing oF use of the facility and any state-owned property 22, FORCE MAJEURE. If it shall become impossible for either party hereto to fulfill its obligations under this contract on account of fire, earthquake, flood, tomado, hurricane, act of God, strike, lockout, labor disturbance, Flot, air conditioning failure, roof failure, water system or power loss, government law or regulation, court order, insurrection or war, such party shall be excused fom the performance of said obligation for the period said performance is impossible. 23, AVAILABLILTY OF FUNDS. It is expressly understood and agreed that the obligation of the Departrueat to proceed under this agreement is conditioned upon the eppropriation of funds by the Mississippi State Legislature and the ceceipt of state and/or federal funds. Ifthe funds anticipated for the continuing fulfillment of the agreement are, at any time not forthcoming or insufficient, either through the failure of the federal government to provide funds or of the State of Mississippi to appropriate funds or the discontinuance or material alteration of the program under which fonds were provided or if funds are not otherwise available to the state, the state shall have the right upon ten (10) working days written notice to the contractor, to terminate this agreement without damage, penalty, 726. 27, 28 cost or expenses to the Department of any kind whatsoever. The effective date of termination shall be as specitied in the notice of termination. NOTICES. Ail notices required or permitted to be given under this Contract must be in writing and personally delivered or sent by facsimile provided that the original of sueh notice is sent by certified United States mail postage prepaid, return receipt requested, or overnight courier with signed receipt, to the party to whom the notice should be given at the address set forth below. Notice shell be deemed given when actually received or when refused. The parties agree to promptly notify each other in writing of any change of address a Mississippi Department of Agriculture and Commerce ‘Attn; Paige Manaing P.O. Box 1609 Jackson, MS 39215 b BAHA, LLC Attn: Kathryn Meloan Barrett & Danielle Beard 4045 Redwing Avenue Tackson, MS 39216 WAIVER. No delay or omission by either party to this agreement in exercising any right, power, or remedy hereunder of otherwise afforded by contract, at law, or in equity shall constinite aa acquiescence therein, impair any other right, power or remedy hereunder or otherwise afforded by any means, or operate as a waiver of such right, power, or remedy. No waiver by either party to this agreement shall be valid unless set forth in writing by the party making said waiver. No waiver of or modification to any term or condition of this agreement will void, waive, or change any other term or condition. No waiver by one party to this agreement or a default by the other party will imply, be construed as or require waiver of future or other defaults. The failure of either party to insist upon a strict performance of aay of the covenants of this contract shall not be construed as a waiver of such covenant, but the same shall contine and remain in full force and effect. SEVERABILITY, The individual terms of this contract shall be deemed to be severable rather than entire, If it should subsequently be decided by a court or other judicial body that one or more provisions of this contract are invalid or illegal, then such decision shall not defeat the entire contract, but the remaining terms shall still be enforceable, ASSIGNMENT. Except as provided elsewhere herein, the operator may not assign, sell, convey or subcontract its jnterest in this contract to a third party, except upon the written consent of the Department. In the event of such assignment, sale, conveyance or subcontracting of this contract, the assignee, grantee or subcontractot hereof shall be bound by the terms of this contract to the same extent and in the same manner as the Operator hereof. However, Operator shall remain legally answerable to the Department for any action or inaction taken by the subcontractor hereunder. GOVERNING LAW. This contract shall be governed by, and construed in accordance with, the laws of the State of Mississippi, and any litigation with respect hereto shall be brought in the courts of said state. Operator will be responsible to apply, procure and keep in force during the entire period of the contract all permits and licenses required by the State of Mississippi, the County of Hinds and the City of Jackson, Operator shall comply with all applicable laws, rules, regulations and orders of the City, County, State and Federal Government and also abide by all rules, regulations and directives issued by the Department. Subject to other terms and conditions of this agreement, in the event the Operator defaults in any obligations under this agreement, the Operator shall pay to the Department all costs and expenses (including, without limitation, investigative fees, court costs, and attorney's fees) incurred by the Department in enforcing this agreement or otherwise reasonably related thereto. The Operator agrees that under no circumstances shall the Department be31 33, obligated to pay any attorneys’ fees or costs of legal action to Operator. All suits against the Department are to be fled in the State of Mississippi, Hinds County AUTHORITY TO CONTRACT. Operator warrants (a) that it is a validly organized corporation with valid authority to enter into this contract; (b) that it is qualified to do business and is in good standing in the State of Mississippi; (c) that entry into and performance under this contract is not resteicted or probibited by any loan, security, financing, contractual or other agreement of any kind; and (d) that there are no existing legal proceedings ‘oF prospective legal proceedings, either voluntary or otherwise, which may adversely affect Operator's ability to perform its obligations under this contract. INDEPENDENT CONTRACTOR. Operator shall at all times be regarded as, and shall be legally considered as, ‘an independent contractor, and shall at no time act as an agent for the Department. Nothing contained hercin nor fany act or omission of the parties hereto shall be deemed or construed by the Department, Operator or any third party as creating the relationship of principal and agent, master and servant, partners, joint veaturers, employer and employee or any similar such relationship between the Department and Operator. Neither Operator nor its employees shall, under any circumstances, be considered servants, agents or employees of the Department or the State; and the Department or the State shall be at no time legally responsible for any negligence or other wrongdoing by Operator, its servants, agents, employees or subcontractors. The Department shall not provide to Operator any insurance coverage or other benefits, including worker's compensation, normally provided by the State for its employees. MECHANIC, MATERIALMAN AND LABOR LIENS. The Department shall not be liable for any labor or ‘materials furnished to Operator in the construction or addition of capital improvements to the facilities utilized by Operator, and no mechanic, materialman or labor liens for any such labor or materials shall attach to or affect the interest of the Department at the Farmers Market. If such a lien is filed against the Farmers Market or any of the facilites situated thereon, Operator shall, within 15 days subsequent to the filing of such lien, pay the amount of the lien and obtain a full release and discharge of same, failing which, the Department may declare Operator to be in default and terminate this contract. 2. E:VERIFY CLAUSE. Operator represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act, Miss. Code Ann. §§71-11-1 et seg. (Supp. 2008), and will register and participate in the status verification system for all newly hired employees. The term “employee” as used herein means any person that is hired to perform work within the State of Mississippi. As used herein, “status verification system” means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verity Program, or any other successor electronic verification system replacing the E-Verify Program. Operator agrees to maintain records of such compliance and, upon request of the State, to provide a copy of each such verification to the State. Operator further represents and ‘warrants that any person assigned to perform services hereunder mects the employment eligibility requirements of all immigration laws of the State of Mississippi. Operator understands and agrees that any breach of these ‘warranties may subject Operator to the following: (a) termination of this Agreement and ineligibility for any state or public contract in Mississippi for up to three (3) years, with notice of such cancellations/termination being made public, or (b) the loss of any license, permit, certification or other document granted to Operator by an agency, department or governmental entity for the right to do business in Mississippi for up to one (1) year, or (¢) both. In the event of such termination/cancellation, Operator would also be liable for any additional costs incurred by the State due to contract cancellation or loss of license or permit. E-PAYMENT & E-INVOICING. The State requires the Operator to submit invoices electronically throughout the term of the agreement. Vendor invoices shall be submitted to the state agency using the processes and procedures identified by the State. Payments by state agencies using the Statewide Automated Accounting System (SAAS), or any specific successor system (MAGIC) shall be made and remittance information provided electronically as directed by the State. These payments shall be deposited into the bank account of the Operator's choice. Operator understands and agrees that the State is exempt from the payment of taxes, All payments shall be in United States currency.34. CONFIDENTIAL INFORMATION. Operator shall treat all Department data and information to which it has access by its performance under this Contract as confidential and shall not disclose such data or information toa third party without specific written consent of the Department, This Article shall survive termination o completion of this Contract and shall continue in full force and effect and shail be binding upon the Operator and its agents, employees, successors, assigns, subcontractors or any party or entity claiming an interest in this contract on behalf of, or under the rights of the Operator following any termination or completion of this contract. 35, TRANSPARENCY. In accordance with the Mississippi Accountability and Transparency Act of 2008, Miss. Code Ann. §§27-104-151, et seq., the American Accountability and Transparency Act of 2009 (P.L. 111-5), where applicable, and Miss. Code Ann. §§ 31-7-13, where applicable, a fully executed copy of this agreement shall be posted to the State of Mississippi's accountability website at: btips/merlin.state.ms.us. 36. SOVEREIGN IMMUNITY. By entcring into this Agreement with Operator, the Mississippi Department of ‘Agriculture and Commerce, an agency of the Statc of Mississippi, docs, in no way, waive its sovereign immunity or defenses, as provided by law. 37, UNSATISFACTORY WORK. If at any time during the term of this Agreement, the service performed or work done by the Operator is considered by Department to create a condition that threatens the health, safety, or welfare of the citizens and/or employees of the State of Mississippi, the Operator shall, on being notified by Department, immediately correct such deficient service or work. In the event the Operator fails, after notice, to correct the deficient service or work immediately, the Department shall have the right to order the correction of the doficiency by separate contract or with its own resources at the expense of the Operator. 38.CONFLICT OF INTEREST. Operator shall notify the Department of any potential conflict of interest resulting from the representation of or service to other clients. If such conflict cannot be resolved to the Department's satisfaction, the Department reserves the right to terminate this Contract, 39.COMPLIANCE WITH LAWS. The Operator understands that the Department is an equal opportunity ‘employer and therefore maintains a policy which prohibits ualawfid discrimination based on race, color, creed, sex, age, national origin, physical handicap, disability, or any otiter consideration made unlawful by federal, state, or local laws. Ali such discrimination is unlawful and the Operator agrees during the term of the agreement that the Operator will strictly adhere to this policy in its employment practices end provision of services. The Operator shall comply with, and all activities under this Contract shall be subject to, all policies and procedures of Department and all applicable federal, State of Mississippi, and local laws and regulations, as now existing and as may be amended or modified. 40, NO LIMITATION OF LIABILITY, Nothing in this Agreement shall be interpreted as excluding of limiting any tort liability of the Operator or fis agents, employees or subcontractors for harm caused by the intentional or reckless conduct of the Operator or its agents, employees or subcontractors for damages incurred through the negligent performance of duties by the Operator or its agents, employees or subcontractors or the delivery of products that are defective or not suitable for consumption or use. AI. THIRD PARTY ACTION NOTIFICATION, The Operator shall notify the Department in writing within five (S) business days of its receipt of liquidation or receivership proceedings or within five (5) business days of its receipt of notification of any action or suit being filed or any claim being made against Operator or the Department by any entity that may result in litigation related in any way to this Agreement and or which may affect the Operator's performance under this Agreement, Failure of the Operator to provide such written notice to the Department shall be considered a material breach of this Agreement and the Department may, at its sole discretion, terminate this Agreement and pursue any other remedies it may have at law or in equity. 42. NETWORK SECURITY, Operator and Department understand and agree that the State of Mississippi's Enterprise Security Policy mandates that all remote access to and/or ftom the State network must be accomplished via a Virtual Private Network (VPN). If remote access is required at any time during the life of 10this Agreement, Operator and Department agree to implement/maintain a VPN for this connectivity. This required VPN must be IPSec capable (ESP tunnel mode) and will terminate on a Cisco VPN-capable device (Le. VPN concentrator, PIX firewall, etc.) on the State's premises. Operator agrees that it must, at its expense, implementimaintain a compatible hardware’ software solution to terminate the specified VPN on the Operator's premises. The parties further understand and agree that the State protocol standard and architecture are based on industry-standard security protocols and manufacturer engaged at the time of contract execution, The State reserves the right to introduce a new protocol and architecture standard and require the Operator to comply with the same, in the event the industry introduces a more secure, robust protocol to replace IPSec/ESP and/or there is a change in the manufacturer engeged, 43, EAILURE TO DELIVER. In the event of failure of the Operator to detiver services in accordance with the terms and conditions of this Agreement, the Department after ten (10) days oral or written notice to Operator, may procure the services from other sources and hold the Operator responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies that the Department may have. DRUG-FREE WORKPLACE. The Operator shall provide » drug-free workplace for the Operator's employees. Employees will be prohibited trom the unlawful manufacture, sale, distribution, dispensation, possession, or use of alcohol or any controlled substances during the performance of the contract. 4S, FAILURE TO ENFORCE. Failure by the Department at any time to enforce the provisions of the contact shall not be construed as a waiver of any such provisions. Such failure to enforce shall not affect the validity of the contract or any part thereof or the right of the Department to enforce any provision at any time in accordance with its terms; inability to perform; how it affects its performance, and the anticipsted duration of the inability to perform. Delays in delivery or in meeting completion dates duc to Force Majeure Events shall automatically extend such dates for a period equal to the duration of the delay caused by such events, unless the Department determines it to be in its best interest to terminate the agreement. 46. MODIFICATION. This agreement may be modified only by written agreement signed by parties hereto. 47. STATE PROPERTY. Operator will be responsible for the proper care and custody of any State-owned property furnished for Operator's use in connection with the performance of this Agreement. Operator will reimburse the Department or the State for any loss or damage, normal wear and tear excepted. 49, ENTIRE AGREEMENT, This document constitutes the entire agreement between the parties with regard to the subjects covered herein, and it may not be modified or amended except by a written agreement or repegoti signed by both partes WITNESS OUR SIGNATURES on this, the__(% day of Age 2014. MISSISSIPPI DEPARTMENT OF AGRICULTURE AND COMMERCE BY: TITLE: BAHA, LLC, D/B/A UNCORKED CATERING, A/K/A THE FARMER'S TABLE, OPERATOR TITLE: 77 1~JDENDUM THIS AGREEEMENT is made and entered into by and between the Mississioni Lear Agriculture and Commerce, an agency of the State of Mississippi, hereinafter reterred 1 a Department. and BANA. LLC and BAHAMA. LLC. d/bia “Uncorked Catering.” a/k/a ~The Farmer’ Table.” hereinafter referred to as “Operator. 6. PAYMENT. Sales are defined as “net of sales tax.” (“Net of sales tax” is defined as aross sales minus sales tax and/or any other applicable taxes related to sales.) All amounts which Uperato: agrees to pay pursuant fo this contract shall be paid to the Department in lawful money of the United States on a monthly basis. Such amounts shall be paid by Operator to the Department or designated representative on or before the Sth day of cach month for the preceding month's sales. A late payment penalty of 10% will be assessed and will accrue at a rate of an additional 10% for each aditional month that said vayment is late. At the same time, Operator shall deliver to the Devartment a summary of the prior month's saies, stating the sales revenue, and the saics commissions due to the Department. in a form acceptable to the Lepartment. Vithin 210 davs following the end of each calendar year. Operator shall supply to the Department an indevendent audit by a certified public accountant licensed in the State of Mississippi and approved by the Department certifying their receipts for the previous calendar year. If the audit is deemed unacceptable by the Department, the Department shall have the right to make a special audit of all oooks and records at Operator's expense. Any shortage determined to exist shall be due and payable within 15 davs of the acceptance and approval of the audit by the Department. The late payment penalty provision may be assessed by the Department on the shortage from the month of the shortage until payment, Operator shall maintain a copy of all financial records for audit anytime throughout che term of this contract. These records shall also be maintained for three (3) additional years tollowing the expiration of the term of the contract. This Addendum is intended to constitute a modification to the second paragraph of Section © “Payment” of the original Agreement executed on August 18. 2014. All other terms ané conditions of the original Agreement remain in plan and unchanged. WITNESS OUR SIGNATURES on this, the_/ "day of _ fee. 57 2015, AISSISSIPPL DEPARTMENT OF AGRICULTURE AND COMMERCE By: cpl TIT DD OK, Conmrten BAHA, LLC. and BAHAMA. LLC. D/B/A “UNCORKEL CATERING.” D/B/A “THE FARMER'S TABLE.” OPERATORMOBILE UNIT FOOD SERVICE CONTRACT. THIS CONTRACT is made and entered into by and between the Mississippi Deparment of Agriculture and Commerce, cy of the State of Mississippi, hereinafter referred to as “Department.” and Batama. LLC, hereinalter referred to as “Operator.” WHEREAS, the Department is the agency authorized by law to manage the Mississippi Farmers Market (the “Market”), and the building located thereon, int the City of Jackson, Mississippi; and WHEREAS, the Department and Operator are desirous of entering into contract under which the Operator would operate a mobile food and beverage service on the grounds of the Market. NOW, THEREFORE, for and in consideration of the covenants and agreements herein expressed and the faithful performance of all such covenants and agreements, the Deparment and Operator agree as follows: 1. OPERATION, Operator agrees to conduct the sale of food and beverages to the general public from its mobile tailer (“mobile unit”) that will be located at the south end of the Market for six (6) days per week, Monday through Saturday, except for holiday, trom 6:30 a.m. until 3:00 p.m. serving breakfast and lunch, Operator agrees to pay a fourteen percent (14%) commission of all proceeds to the Department. Operator shall be responsible for collecting and transmitting to the Department, on a weekly basis. ales comimission revenue 2, TERM. This contract shall have a term of one (1) month, beginning May 30, 2014, and ending on. June 30,2014. The contract may be extended at the Department's discretion. PERMITTING AND COMPLIANCE WITH LAWS. Operator will be responsible to apply, procure and keep in force during the entire period of the contract all permits and ticenses required by the State of Mississippi. the State Fire Marshal, the County of Hinds and the City of Jackson. Operator shall comply with all applicable laws, rules, regulations and orders of the City, County, State and Federal Government and also abide by all rules, regulations and directives issued by the Department. 4, SANITATION, Operator shall maintain the mobile unit and all eating areas in a clean and sanitary manner. The Department or designated representative will be allowed to make inspections of the ‘mobile unit, All trash must be removed and trashcan liners replaced daily by Operator personnel. Operator shall be responsible for maintaining the cleanliness of the entire area. Operator shall maintain equipment necessary to transport, serve and maintain food at proper health-code required temperatures for the Establishment. Operator will maintain, at its own expense, a dumpster on s a designated area. The Department will provide water and restroom access to Operator. 5, TERMINATION. This agreement may be terminated after ten (10) days writen notice having been ‘given by the terminating party to the other party. Upon termination, all balances due and owed to the Department by the Operator must be remitted immediately 6, INSURANCE. Operator shall obtain and keep in full force and effect throughout the term of this contract a policy of public liability insurance in the amount of $1,000,000.00 per occurrence and 52,000,000 in the aggregate for all claims for bodily injury, death or property damage arising out of any acts or omissions occurring as a result of Operator's operations hereunder, and insuring the Department a3 an additional named insured. Operator shall also maintain workers’ compensation insurance in full force and effect covering all of Operator's employees. Operator shall furnish to the Department an insurer's certificate as evidence of the existence of said policies on the day this contact is made and the anniversary date.7. INDEMNIFICATION. To the fullest extent allowed by law, Operator shatl indemnity, defend, save, fold harmless. protect and exonerate the Department. its Commissioner. employees, agents representatives and the State of Mississippi trom and against all claims. demands, liabilities, suits, actions, damages and losses for personal injury, death or property damage. including, without limitation, court costs. investigative fees and atiomey fees arising out of Operator's operations hereunder, and whether caused by Operator or its agents, employees or subconuractors. Operator shall be solely responsible for all costs and or expenses associated with such defense. 8. LIABILITY FOR LOSSES OR DAMAGES. Operator acknowledges that neither the Department the Market nor the State of Mississippi is responsible for any loss or damage to the mobile unit and or any of Operator's equipment or property brought onto Market grounds. Any damages to Market property through the carelessness of negligence of Operior or is employees must be paid for by jperator, 9, ASSIGNMENT. Except as provided elsewhere herein, Operator may not assign, sell, convey or subcontract its interest in this contract to a third party, except upon the written consent of the Department 10. GOVERNING LAW. This contract shall be governed by. and construed in accordance with, the laws of the State of Mississippi, and any litigation with respect hereto sball be brought in the courts of said state, Subject to other terms and conditions of this agreement, in the event the Operator defaults in any obligations under this agreement, the Operator shall pay to the Department all costs and expenses (including, without limitation, investigative fees, court costs, and attorney's fees) incurred by the Department in enforcing this agreement or otherwise reasonably related thereto. The Operator agrees that under no circumstances shall the Department be obligated to pay any attomeys’ fees or costs of legal action to Operator. Al suits against the Department are to be filed in the State of Mississippi. Hinds County 11, AUTHORITY TO CONTRACT. Operator warrants (a) that it is 2 validly organized corporation with valid authority to enter into this contract: (b) that it is qualified to do business and is in good standing in the State of Mississippi: (c) that entry into and performance under this contract is not restricted or prohibited by any loan, security, financing, contractual or other agreement of any kind; and (d) that there are no existing legal proceedings or prospective legal proceedings, either voluntary or otherwise, which may adversely affect Operator's ability to perform its obligations under this contract, 12, INDEPENDENT CONTRACTOR. Operator shail at ali times be regarded as, and shall be legally considered as. an independent contractor, and shall at no time act as an agent for the Department. Nothing contained herein nor any act or omission of the parties hereto shall be deemed or construed by the Department, Operator or any third party 25 creating the relationship of principal and agent, master and servant, partners, joint venturers, employer and employee or any similar such relationship between the Department and Operator. Neither Operator nor its employees shall, under any circumstances, be considered servants, agents or employees of the Department; and the Department shall be at no time legally responsible for any negligence or other wrongdoing by Operator, its servants, agents, employees or subcontractors. The Department shall not provide to Operator any insurance coverage or other benefits, including worker's compensation, normally provided by the State for its employees. 13. E-VERIFY CLAUSE. Operator represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act (Senate Bill 2988 from the 2008 Regular Legislative Session) and will register and participate in the status verification system for all newly hired employees. The term “employee” as used herein means any person that is hired to perform work 2within the State of Mississippi. As used herein, “status verification system” means che legal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security. also known as the E-Verity Program, or any other successor electronic verification system replacing the E-Verify Program. Operator agrees to maintain records of such compliance and, upon request of the State. to provide a copy of each such verification to the State. Operator further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Mississippi. Operator understands and agrees that any breach of these warranties may subject Operator to the following: (a) termination of this Agreement and ineligibility for any state or public contract in Mississippi for up to thrce (3) years, with notice of such cancellations termination being made public, or (b) the foss of any license, permit, certification or other document granted to Operator by an agency, department or governmental entity for the right to do business in Mississippi for up to ome (1) year, or {¢) both, In the event of such termination cancellation, Operator would also be liable for any additional costs incurred by the State due to contract cancellation or loss of lieerse or permit, 14, TRANSPARENCY. In accordance with the Mississippi Accountability and Transparency Act of 2008, 27-104-151, et seq., of the Mississippi Code of 1972, as Amended, the American ‘Accountability and Transparency Act of 2009 (P.L. 111-5), where applicable, and 31-7-13, of the Mississippi Code of 1972, as amended, where applicable, a fully executed copy of this agreement shall be posted to the State of Mississippi's accountability website at: pttps: merlin state.ms.us. 15. ENTIRE AGREEMENT. This document constitutes the entire agreement between the parties with regard to the subjects covered herein, and it may not be modified or amended except by a written agreement signed by both parties. WITNESS OUR SIGNATURES on this, the 39 _ day of (tee 2014. MISSISSIPPI DEPARTMENT OF AGRICULTURE AND COMMERCE ‘TITLE: Degoety Corte v BAHAMA, LLC, D/B/A UNCORKED CATERING, OPERATOR WL LAD TITLE: ner LPres leatEXTENSION OF MOBILE UNIT FOOD SERVICE CONTRACT THIS AGREEEMENT is made and entered into by and between the Mississippi Department of Agriculture and Commerce, an agency of the State of Mississippi, hereinafter referred to as Department,” and Bahama LLC, d/b/a Uncorked Catering, hereinafter referred to as “Operator WHEREAS, the undersigned parties entered into an agreement on May 30, 2014, under the terms of which the parties agreed that Operator would operate a temporary food service on the grounds of the Market, while negotiating a contract for a restaurant in the Market building: and WHEREAS, an Agreement was executed in May with a term beginning date of May 30, 2014 and an ending date of June 30, 2014; and WHEREAS, the parties are desirous of extending the Agreement from June 30, 2014 until July 14, 2014 upon the covenants and conditions set forth below. NOW, THEREFORE, for and in consideration of the covenants and agreements herein expressed and the faithful performance of all such covenants and agreements, the Department and Operator agree as follows, to-wit 1. The Agreement is hereby extended for an additional term to begin on July 1, 2014 and to cad on July 14, 2014; 2. During said extension period, the Agreement shall be performed by the parties upon the same covenants and conditions as set forth in the May 30, 2014 Agreement (incorporated herein and attached as “Addendum”), except for the following: the “Term” provision on Page | of the May 30, 2014 Agreement shall be amended to a term beginning July 1, 2014 and ending on July 14, 2014 WITNESS OUR SIGNATURES on this, the “day of. Shy 2014 MISSISSIPPI DEPARTMENT OF AGRICULTURE AND COMMERCE BAHAMA, LLC, D/B/A UNCORKED CATERING EEAGREEMENT THIS AGREEMENT is made and entered into by and between the Mississippi Department of Agriculture and Commerce, an agency of the State of Mississippi, hereinafter referred co as “Department,” and BAHA, LLC, d/b/a Uncorked Catering, hereinafter referred to as “BAHA.” WHEREAS, the Department is the agency authorized by law to manage the Mississippi Farmers Market (the “Market"), and the building located thereon, in the City of Jackson, Mississippi; WHEREAS, the Department and BAHA are desirous of entering into a contract under which the BAHA would operate a food service op the grounds of the Market and are currently negotiating a contract for food service to be provided in Unit #104 in the Market building; and WHEREAS, prior to executing a contract for food service, BAHA is desirous of making certain improvements to Unit #104 to begin on May 22, 2014 and end on June 30, 2014, which will be the term of this Agreement. NOW, THEREFORE, for and in consideration of the covenants and agreements herein expressed and the faitful performance of al such covenants and agreements, the Department and BAHA agree as follows: 1, IMPROVEMENTS. Prior to any improvements to the Unit #104, BAA must receive permission of the Department land any improvements to the unit must be completed by a licensed and bonded contractor at BAHA’s expense BAHA agrees and understands that any and all improvements made to the unit by BAHIA or its agents, prior 10 execution of the lease agreement for food service, are done at BAHA’s expense. In the event that a contract cannot be negotiated between the Department and BAHA for food service at the Market or if the improverients or work to Unit #104 are not completed by BAHA for aay reason, BAHA agrees and understands that the Department is not be responsible for reimbursement expenses to BAHA or for any costs associated with BAHA’s improvements. The improvements affixed to real property are considered to be fixtures and will be the property of the Department BAHA will notify the Department in writing if improvements are made to the unit outside of the Market's normal operating hours. BAHA will be responsible for locking and securing of the unit and the Farmers’ Market when improvements are made after the Market's normal operating hours 2. CONDITION OF FACILITIES. BAHA centfies that it has inspected Unit #104 and the facilities to be uilized and BAHA js satisfied with the physical condition of sai ftcilities and aceepts said facilites in their curtent condition, except that the Department agrees to the make following improvements to Unit #104 prior to Operator's occupancy of the facilities: replace the ceiling tiles; remove the floor tiles; clean the vent-a-hood; remove the two (2) existing partial walls; remove the shelving; paint the walls; and relocate the thennostats. BAHA understands that it is responsible for the proper custody and care of any State-owned property furnished to BAHA and used in connection with the performance of this agreement. BAHA will reimburse the Department or the State for any loss or damage, normal Wear and tear expected, and is responsible for all damages to the unit or facilities by BAHA or any of its agents or employees. BAHA shall be held responsible for the safety ofits agents and employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the area under the contract. BAHA shall be required to comply with OSHA, State and County Safety and Occupational Health Standards 3. INSURANCE. BAHA shall obtain and keep in full force and effect throughout the term of this Agreement a policy of public liability insurance in the amount of $1,000,000.00 per occurrence and $2,000,000 in the aggregate for all claims for bodily injury, death or property damage arising out of any acts or omissions occurring as a result of BAHA’s operations hereunder, and insuring the Department as an additional named insured. BAHA shall furnish to the Department an insurer's certificate as evidence of the existence of said policy on the date this Agreement is made. 4, INDEMNIFICATION, To the fullest extont allowed by law, BAHA shall indemnify, defend, save, hold harmless, protect and exonerate the Department, its Commissioner, employees, agents, representatives and the State of Mississippi from and against all claims, demands, liabilities, suits, ations, damages and losses for personal injury, death or property damage, including, without limitation, court costs, investigative fees and attorney fees arising out of 2BAHA’s operations hereunder, and whether caused by BAH or its agents, employees or subeontractors, BAHA, shall be solely responsible fr all costs and/or expenses associated with such defense CASUALTY LOSS. In the event of damage by fire, water, wind, flood, tornado, hurricane or other casualty to any of the facilites, equipment or appliances at the Market, which is caused by BAEIA or its agents, officers or employees, BAHA shall compensate the Department for such damage within ninety (90) days after such loss occurs, and the Department shall then repair such damage. If all of such facility, equipment and appliances are rendered unsuitable for use by such loss, this agreement shall terminate, but BAHA’S liability, if any, for any such loss shall survive such termination. INDEPENDENT CONTRACTOR. BAHA shall at all times be regarded as, and shall be legally considered as, aa independent contractor, and shall st no time act as an agent forthe Department. Nothing contained herein nor any act or omission of the partes hereto shall be deemed or construed by the Department, BAHA or any third party ss creating the relationship of prineipal and agent, mester and servant, partners, joint venturers, employer and employee or any similar such relationship between the Department and BAHIA, Neither BAHA, nor its employees or agents, shall, under any circumstances, be considered servants, agents or employees of the Department; and the Department stall be at no time legally responsible for any negligence or other wrongdoing by BAHA, its servants, ageais, ‘employees or subcontractors. The Department shall not provide to BAHA any insurance coverage or other benefits, including worker's compensation, normnally provided by the State for its employees. ‘TRANSPARENCY. In accordance with the Mississippi Accountability and Transparency Act of 2008, 27-104-151, et ‘seq., of the Mississippi Code of 1972, as Amended, the American Accountability and Transparency Act of 2009 (P.L. TICS), where applicable, and 31-7-13, of the Mississippi Code of 1972, as amended, where applicable, a fully executed copy of this agreement shall be posted to the State of Mississippi's accountability website at: ‘ntps:dmerlin state,ms.us. SOVERIGN IMMUNITY. By entering into this Agreement with BAHA, the Department, es an agency of the State of Mississippi, does, in no way, waive its sovereign immunity or defenses, as provided by law. ‘TERMINATION. This agreement may be terminated by either party upon ten (10) days written notice, WITNESS OUR SIGNATURES on this, the 22-day of May 2014. MISSISSIPPI DEPARTMENT OF AGRICULTURE AND COMMERCE BY: we Dipti BAHA, LLC, D/B/A UNCORKED CATERINGEXTENSION OF AGREEMENT THIS AGREEEMENT is made and entered imo by and between the Mississippi Department of Agriculture and Commerce, an agency of the State of Mississippi, hereinafter referred to as “Department,” and BAHA LLC, dib/a Uncorked Catering, hereinafter referred to as “BAHA.” WHEREAS, the undersigned parties entered into an agreement on May 22, 2014, that BAHA ‘would make certain improvements to Unit #104 in the Market building, while undergoing contract negotiations for a restaurant in the Farmers’ Market Building: and WHEREAS, an Agreement was executed in May with a term beginning date of May 22, 2014 and an ending date of June 30, 2014; and WHEREAS, the parties are desirous of extending the Agreement from June 30, 2014 until July 14, 2014 upon the covenants and conditions set forth below. NOW, THEREFORE, for and in consideration of the covenants and agreements herein expressed and the faithful performance of all such covenants and agreements, the Department and BAHA agree as follows, to-wit: 1. The Agreement is hereby extended for an additional term to begin on July 1, 2014 and to end on July 14, 2014, 2. During said extension period, the Agreement shall be performed by the parties upon the same covenants and conditions as sct forth in the May 22, 2014 Agreement (incorporated herein and attached as “Addendum”), except for the following, the “Term” provision on Page | of the May 22, 2014 Agreement shall be amended to a term beginning July 1, 2014 and ending on July 14, 2014 WITNESS OUR SIGNATURES on this, the _(°" day of_Jo%,_ 2014 MISSISSIPPI DEPARTMENT OF AGRICULTURE AND COMMERCE ar BAHA, LLC, D/B/A UNCORKED CATERING _ BY 2 =EXTENSION OF FARMERS’ MARKET FOOD SERVICE LEASE THIS AGREEMENT is made and entered into on the date stated hereinafter by and between the MISSISSIPPL_ DEPARTMENT OF AGRICULTURE AND COMMERCE, a governmental agency hereinafter referred to as “the Department”, and CLARK AND COMPANY, a corporation, hereinafter referred to as “Clark & Company”. WHEREAS, the undersigned parties entered imto a Farmer's Market Food Service Lease (‘the ease") in February 2012, under the terms of which the parties agreed that Clark would manage and operate a food service establishment (“Establishment”) at the Mississippi Farmers’ Market in the City of Jackson; and WHEREAS, a Lease Extension was executed in February 2013 and had a term beginning date of March t, 2013 and an ending date of December 31, 2013; and. WHEREAS, the parties are desirous of extending the Lease until March 31, 2013 upon the covenants and conditions set forth below YOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00), cash in hand paid, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Department and Clark do hereby agree as follows, to-wit: 1. The Lease is hereby extended for an additional term of three (3) months, to begin on January | 2014 and to end on March 31, 2014; During said extension period, the Contract shall be performed by the parties upon the same covenants and conditions as set forth in the 2012 Lease Agreement (incorporated herein and attached as “Addendum”), except for the following: (2) the “Term” provision on Page 4 of the 2012 Lease Agreement shall be amended to a ‘term of three (3) months beginning January 1, 2014 and ending on March 31, 2014, and there shall be no option to extend the Contract; and (b) the “Rent” provision on page | of the 2012 Lease Agreement shall provide that Clark & Company shall pay a monthly rental fee to the Department, for space and utilities, in the amount of $1,000.00 with no utility reimbursement provision; and (©) the “Contract Termination” provision on page 4 of the 2012 Lease Agreement shall be amended to provide Any failure by the Clark & Company to comply with the terms and/or provisions of this Extension and/or the 2012 Lease Agreement shall constitute an “event of default” hereunder and, if such “event of default” is not cured to the satisfaction of the Department within thirty (30) days of written notice by the Department to Clark & Company, the Department, in its sole discretion, may terminate the Lease Agreement and require Clarke & Company to immediately pay all outstanding rent payments due for the remainder of the term of the Lease Agreement or until March 31, 2014Additionally, the Department may pursue any other remedy available at law or in equity, WITNESS OUR SIGNATURES on this the’ 40 day of, Dw fa 43 CLARK AND COMPANY MISSISSIPPI DEPARTMENT OF AGRICULTURE & COMMERCE } 4 BY: Mv} 1 u ve Her. Howe. TITLE:ADDENDUM 1 MISSISSIPPI DEPAR’ ENT OF AGRICULTURE & COMMERCE REQUEST FOR PROPOSAL SOLICITATION NUMBER: RFP # MFCMDACJOI-B. DESCRIPTION: FOOD/BEVERAGE SERVICE AND/OR RETAIL ESTABLISHMENTAT THE. MISSISSIPPI FARMERS’ MARKET (HEREINAFTER REFERRED TO AS “ESTABLISHMENT”) OFFER DUE DATE AND TIME: February 25, 2014 10:30 A.M. Offers for the services specified will be received by the Mississippi Department of Agriculture and Commerce at the below specified location until the time and date cited. Offers received by the correct time and date will be opened and the name of each proposer will be publicly read. Offer Opening and Submittal Location: Mississippi Department of Agriculture and Commerce Attn: Hewitt Pittman Purchasing Director 121 North Jefferson Street Jackson, Mississippi 39201 Offers must be in the actual possession of the Purchasing Department of The Mississippi Department of Agriculture and Commerce on or prior to the time and date, and at the location indicated above. Late offers will not be considered. Offers must be submitted in a sealed envelope with the Solicitation Number and the proposer’s name and address clearly indicated on the envelope. Proposer must give full firm name and address and be manually signed by a person having authority to bind his/her firm in a comtract. Each page of the proposal and all attachments shall be identified with the name of the proposer. Failure to do so will disqualify your offer. (Please See Section the Addendum attached herein and Conditions and the Proposal Submission Requirements Section) Any costs associated with the putting together of this offer will be at the sole expense of the offeror. See Proposal Submission Requirement Section for items to include in the Request for Proposals. Failure to meet offer requirements may be grounds for disqualification. 32